Annual-Report-2020 Rel Capital PDF
Annual-Report-2020 Rel Capital PDF
Annual-Report-2020 Rel Capital PDF
2019- 20
Padma Vibhushan
Shri Dhirubhai H. Ambani
(28th December, 1932 - 6th July, 2002)
Reliance Group - Founder and Visionary
Reliance Capital Limited
Registered Office
Balance Sheet............................................................................. 52
Reliance Centre, Ground Floor
19, Walchand Hirachand Marg Statement of Profit and Loss.................................................... 53
Ballard Estate, Mumbai 400 001
CIN : L65910MH1986PLC165645 Statement of Changes in Equity............................................... 54
Tel. : +91 22 4303 1000
Fax : +91 22 4303 6664 Cash Flow Statement................................................................. 56
E-mail : rcl.investor@relianceada.com
Website: www.reliancecapital.co.in Notes to the Financial Statement............................................. 57
Toll free no. (India) : 1800 4250 999 Notes to the Consolidated Financial Statement......................119
Tel. : +91 40 6716 1500
Fax : +91 40 6716 1791 Statement containing salient features of the financial
E-mail : rclinvestor@kfintech.com statement of subsidiaries/associate companies.......................182
34th Annual General Meeting on Tuesday, June 23, 2020 at 12:00 Noon (IST)
through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
Notice
Notice is hereby given that the 34th Annual General Meeting RESOLVED FURTHER THAT the Board be and is hereby
of the Members of Reliance Capital Limited will be held on authorized to do all acts and take all such steps as may
Tuesday, June 23, 2020 at 12:00 Noon (IST) through Video be necessary, proper or expedient to give effect to this
Conferencing (VC) / Other Audio Visual Means (OAVM), to resolution.”
transact the following business: By Order of the Board of Directors
Ordinary Business:
Atul Tandon
1. To consider and adopt: Company Secretary & Compliance Officer
a) the audited financial statement of the Company for the Registered Office:
financial year ended March 31, 2020 and the reports Reliance Centre, Ground Floor
of Board of Directors and Auditors thereon; and 19, Walchand Hirachand Marg
b) the audited consolidated financial statement of the Ballard Estate, Mumbai 400 001
Company for the financial year ended March 31, 2020 CIN: L65910MH1986PLC165645
and the reports of Auditors thereon. Website: www.reliancecapital.co.in
Special Business: May 8, 2020
2. Appointment of Mr. A N Sethuraman as a Director Notes:
To consider and, if thought fit, to pass the following resolution 1. Statement pursuant to Section 102(1) of the Companies
as an Ordinary Resolution: Act, 2013 (“Act”), in respect of the Special Business to be
“RESOLVED THAT in accordance with the provisions of transacted at the Annual General Meeting (“AGM”) is annexed
Section 152 and all other applicable provisions, if any, of hereto.
the Companies Act, 2013 (the “Act”) and the Rules made
2. In view of the continuing Covid-19 pandemic, the Ministry
thereunder (including any statutory modification(s) or re-
of Corporate Affairs (“MCA”) has vide it’s circular dated May
enactment(s) thereof, for the time being in force), and
5, 2020 read with circulars dated April 8, 2020 and April 13,
Articles of Association of the Company, Mr. A N Sethuraman
2020 (collectively referred to as “MCA Circulars”) permitted
(DIN:01098398), who was appointed by the Board of
the holding of the “AGM” through Video Conferencing (VC)
Directors as an Additional Director of the Company with
/ Other Audio-Visual Means (OAVM), without the physical
effect from December 13, 2019, pursuant to the provisions
presence of the Members at a common venue. Accordingly,
of Section 161 of the Act and who holds office upto the date
in compliance with the provisions of the Act, SEBI (Listing
of this Annual General Meeting (“Meeting”) and in respect
Obligations and Disclosure Requirements) Regulations, 2015
of whom the Company has received a notice in writing
(“SEBI Listing Regulations”) and MCA Circulars, the AGM of
under Section 160 of the Act, from a member proposing his
candidature for the office of Director and in accordance with the Company is being held through VC / OAVM.
the recommendation of the Nomination and Remuneration 3. The AGM is being held pursuant to the MCA Circulars through
Committee, be and is hereby appointed as a Director of the VC / OAVM, physical attendance of Members has been
Company, liable to retire by rotation”. dispensed with. Accordingly, the facility for appointment
3. Appointment of Mr. Dhananjay Tiwari as a Director of proxies will not be available for the AGM and hence
the Proxy Form and Attendance Slip are not annexed to
To consider and, if thought fit, to pass the following resolution this Notice.
as an Ordinary Resolution:
4. Corporate Members are required to send a scanned
“RESOLVED THAT in accordance with the provisions of
copy (PDF / JPG Format) of its Board or governing body
Sections 152, 196 and all other applicable provisions,
Resolution/Authorization, etc., authorizing its representative
if any, of the Companies Act, 2013 (the “Act”) and the
to attend the AGM through VC / OAVM on its behalf and
Schedules and Rules made thereunder (including any
to vote through remote e-voting to KFin Technologies
statutory modification(s) or re-enactment(s) thereof, for
Private Limited (Kfintech), Registrar and Transfer Agent,
the time being in force), and Articles of Association of the
by e-mail through its registered e-mail address to
Company, Mr. Dhananjay Tiwari (DIN:08382961) the Chief
praveendmr@kfintech.com.
Executive Officer of the Company, who was appointed by the
Board of Directors as an Additional Director with effect from 5. In compliance with the aforesaid MCA Circulars, Notice of
January 21, 2020, pursuant to the provisions of Section the AGM along with the Annual Report 2019-20 is being
161 and all other applicable provisions of the Act and who sent only through electronic mode to those Members whose
holds office upto the date of this Annual General Meeting e-mail addresses are registered with the Company or CDSL /
(“Meeting”) and in respect of whom the Company has NSDL (“Depositories”). Members may note that the Notice
received a notice in writing under Section 160 of the Act, and Annual Report 2019-20 will also be available on the
from a member proposing his candidature for the office of Company’s website www.reliancecapital.co.in, websites of
Director and in accordance with the recommendation of the Stock Exchanges i.e. BSE Limited and National Stock
the Nomination and Remuneration Committee, be and is Exchange of India Limited at www.bseindia.com and
hereby appointed as a Director of the Company, liable to www.nseindia.com respectively, and on the website of
retire by rotation. Kfintech at www.kfintech.com.
4
Reliance Capital Limited
Notice
6. Members whose email address are not registered can register 2. Facility of joining the AGM through VC / OAVM shall
the same in the following manner: open 15 minutes before the time scheduled for the AGM
a. Members holding share(s) in physical mode can and Members who may like to express their views or
register their e-mail ID on the Company’s website at ask questions during the AGM may register themselves
http://www.reliancecapital.co.in/Registration-of- at https://ris.kfintech.com/agmvcspeakerregistration.
Shareholders-information.aspx by providing the Facility of joining AGM will be closed on expiry of 15
requisite details of their holdings and documents for minutes from the schedule time of the AGM. Those
registering their e-mail address; and Members who register themselves as speaker will only
be allowed to express views/ask questions during the
b. Members holding share(s) in electronic mode are AGM. The Company reserves the right to restrict the
requested to register / update their e-mail address number of speakers and time for each speaker depending
with their respective Depository Participants “DPs” upon the availability of time for the AGM.
for receiving all communications from the Company
electronically. 3. Facility of joining the AGM through VC / OAVM shall be
available for 1 000 members on first come first served
7. The Company has engaged the services of basis. However, the participation of members holding 2%
.KFintech, Registrar and Transfer Agent as the authorized or more shares, promoters, and Institutional Investors,
agency for conducting of the e-AGM and providing e-voting directors, key managerial personnel, chairpersons
facility. of Audit Committee, Stakeholders Relationship
8. Members attending the AGM through VC / OAVM shall be Committee, Nomination and Remuneration Committee
counted for the purpose of reckoning the quorum under and Auditors are not restricted on first come first serve
Section 103 of the Act. basis.
9. Since the AGM will be held through VC / OAVM, the Route 4. Members who need technical assistance before
Map is not annexed in this Notice. or during the AGM, can contact KFintech at
10. Relevant documents referred to in the accompanying https://ris.kfintech.com/agmqa/agmqa/login.aspx.
Notice calling the AGM are available on the website of the B. Instructions for e-voting
Company for inspection by the Members. The certificate 1. In compliance with the provisions of Section 108
from the Statutory Auditors of the Company confirming the of the Act read with Rules made there under and
compliance of the Securities and Exchange Board of India Regulation 44 of the SEBI Listing Regulations, the
(Share Based Employee Benefits) Regulations, 2014 with Company is offering e-voting facility to all Members
respect to the Company’s Employees Stock Option Scheme of the Company. A person, whose name is recorded
Plans will be available for inspection through electronic mode in the Register of Members or in the Register of
on the website of the Company. Beneficial Owners (in case of electronic shareholding)
11. Members are advised to refer to the section titled ‘Investor maintained by the Depositories as on the cut-off date
Information’ provided in this Annual Report. i.e. June 16, 2020 only shall be entitled to avail the
12. As mandated by SEBI, effective from April 1, 2019, that facility of remote e-voting/e-voting at the AGM.
securities of listed companies shall be transferred only Kfintech will be facilitating remote e-voting to enable
in dematerialised form. In order to facilitate transfer of the Members to cast their votes electronically. Members
share(s) view of the above and to avail various benefits can cast their vote online from 10:00 A.M. (IST) on
of dematerialisation, Members are advised to dematerialise Friday, June 19, 2020 to 5:00 P.M. (IST) on Monday,
share(s) held by them in physical form. June 22, 2020. At the end of remote e-voting period,
the facility shall forthwith be blocked.
13. Members are requested to fill in and submit the Feedback
Form provided in the ‘Investor Relations’ section on the 2. The Members who have cast their vote by remote
Company’s website www.reliancecapital.co.in to aid the e-voting prior to the AGM may also attend/ participate
Company in its constant endeavor to enhance the standards in the AGM through VC / OAVM but shall not be entitled
of service to investors. to cast their vote again.
14. Instructions for attending the AGM and e-voting are as 3. The Members present in the AGM through VC / OAVM
follows: facility and have not cast their vote on the Resolutions
through remote e-voting, and are otherwise not barred
A. Instructions for attending the AGM: from doing so, shall be eligible to vote through e-voting
1. Members will be able to attend the AGM through system during the AGM.
VC / OAVM or view the live webcast of AGM at 4. The procedure and instructions for e-voting are as
https://ris.kfintech.com/vc/login2vc.aspx by using their follows:
remote e-voting login credentials and selecting the
‘Event’ for Company’s AGM. Members who do not have a. Open your web browser during the remote
the User ID and Password for e-voting or have forgotten e-voting period and navigate to “https://evoting.
the User ID and Password may retrieve the same by karvy.com”.
following the remote e-voting instructions mentioned b. Enter the login credentials (i.e., user-id and
in the Notice. Further, Members can also use the OTP password) mentioned in the letter. Your Folio No.
based login for logging into the e-voting system. / DP ID No. / Client ID No. will be your User- ID.
5
Reliance Capital Limited
Notice
User – ID For Members holding shares in should not exceed your total shareholding. If you
DematForm:- do not wish to vote, please select ‘ABSTAIN’.
For NSDL :- 8 Character DP ID followed by 8 i. After selecting the Resolution you have decided
Digits Client ID to vote on, click on “SUBMIT”. A confirmation
box will be displayed. If you wish to confirm your
For CDSL :- 16 digits beneficiary ID
vote, click on “OK”, else to change your vote,
User – ID For Members holding shares in Physical click on “CANCEL” and accordingly modify your
Form:- vote.
Event Number followed by Folio No. registered j. Once you ‘CONFIRM’ your vote on the Resolution
with the Company whether partially or otherwise, you will not be
Password :Your unique password is sent via e-mail allowed to modify your vote.
forwarded through the electronic notice 5. Corporate Members (i.e. other than Individuals, HUF, NRI,
Captcha Please enter the verification code i.e. the etc.) are required to send scanned copy (PDF / JPG format)
alphabets and numbers in the exact way as they of the relevant Board or governing body Resolution /
are displayed for security reasons Authorisation together with attested specimen signature of
c. After entering these details appropriately, click on the duly authorised signatory(ies) who are authorised to
“LOGIN”. vote, to ‘evoting@karvy.com’ (Details are given in point 4
above). The file / scanned image of the Board Resolution /
d. Members holding shares in Demat / Physical authority letter should be in the naming format ‘Corporate
form will now reach Password Change menu Name Event no.
wherein they are required to mandatorily change
their login password in the new password field. 6. The voting rights of the Members shall be in proportion
The new password has to be minimum eight to the number of shares held by them in the equity share
characters consisting of at least one upper case capital of the Company as on the cut-off date being Tuesday,
(A-Z), one lower case (a-z), one numeric value June 16, 2020.
(0-9) and a special character (@, #,$, etc.). In case of joint holders, the Member whose name appears
Kindly note that this password can be used by the as the first holder in the order of names as per the Register
Demat holders for voting in any other Company of Members of the Company shall be entitled to vote at the
on which they are eligible to vote, provided that AGM.
the other company opts for e-voting through 7. It is strongly recommended not to share your password
Kfintech e-Voting platform. System will prompt with any other person and take utmost care to keep your
you to change your password and update your password confidential. Login to the e-voting website will be
contact details like mobile number, e-mail ID,
disabled upon five unsuccessful attempts to key in the correct
etc. on first login. You may also enter the secret
password. In such an event, you will need to go through
question and answer of your choice to retrieve
the “Forgot User Details/Password?” or “Physical User Reset
your password in case you forget it. It is strongly
Password?” option available on https://evoting.karvy.com/
recommended not to share your password with
to reset the password.
any other person and take utmost care to keep
your password confidential. 8. The Board of Directors have appointed Mr. Anil Lohia, Partner
or in his absence Mr. Chandrahas Dayal, Partner, M/s. Dayal
e. You need to login again with the new credentials.
and Lohia, Chartered Accountants as the Scrutiniser to
f. On successful login, system will prompt you to scrutinise the voting process in a fair and transparent manner.
select the ‘Event’ i.e. ‘Company Name’. The Scrutiniser will submit his report to the Chairman or any
g. If you are holding shares in Demat form and had person authorised by him after completion of the scrutiny
logged on to “https://evoting.karvy.com” and and the results of voting will be announced after the AGM
have cast your vote earlier for any company, then of the Company. Subject to receipt of requisite number of
your existing login ID and password are to be votes, the resolutions shall be deemed to be passed on the
used. date of the AGM. The result of the voting will be submitted
to the Stock Exchanges, where the shares of the Company
h. On the voting page, you will see Resolution
Description and against the same the option are listed and posted on the website of the Company at www.
‘FOR / AGAINST / ABSTAIN’ for voting. Enter the reliancecapital.co.in and also on the website of KFintech at
number of shares (which represents the number https://evoting.karvy.com.
of votes) under ‘FOR / AGAINST / ABSTAIN’ or 9. In case of any query pertaining to e-voting,
alternatively you may partially enter any number please visit Help and FAQs section available at
in ‘FOR’ and partially in ‘AGAINST’, but the total Kfintech’s website https://evoting.karvy.com OR contact
number in ‘FOR / AGAINST’ taken together toll free no.1800 4250 999.
6
Reliance Capital Limited
Statement pursuant to Section 102 (1) of the Companies Act, 2013 to the accompanying Notice dated May 8, 2020
Item No. 2 Appointment of Mr. A N Sethuraman as a Director Act, the Company has received notice in writing from a member
Mr. A N Sethuraman was appointed as an Additional Director proposing his candidature for office of Director of the Company,
of the Company by the Board on the recommendation of the liable to retire by rotation. Mr. Dhananjay Tiwari is not disqualified
Nomination and Remuneration Committee, with effect from from being appointed as Director in terms of Section 164 of the
December 13, 2019, in accordance with the provisions of Act and has given his consent to act as Director. He also fulfills
Section 161 of the Companies Act, 2013 (the “Act”). Pursuant the Fit and Proper Criteria of Director as per the requirements of
to the provisions of Section 161 of the Act, Mr. A N Sethuraman Guidelines on Corporate Governance issued by the Reserve Bank
holds office upto the date of the ensuing Annual General Meeting. of India and has given his declaration in this regard.
As required under Section 160 of the Act, the Company The details pertaining to Mr. Dhananjay Tiwari are furnished
has received notice in writing from a member proposing his hereunder:
candidature for office of Director of the Company, liable to retire Mr. Dhananjay Tiwari, aged 51 years, holds bachelor’s degree in
by rotation. Mr. A N Sethuraman is not disqualified from being Engineering (Mechanical) and is also an MBA. He has over 26
appointed as a Director in terms of Section 164 of the Act and years of experience in the field of financial service sector viz.
has given his consent to act as Director. He also fulfill the Fit and Portfolio Management, Product Risk, Credit Risk, Enterprise Risk
Proper Criteria of Director as per the requirements of Guidelines Management, etc. Mr. Tiwari serves as a Whole-time Director
on Corporate Governance issued by the Reserve Bank of India on the Board of Reliance Commercial Finance Limited. Prior
and has given his declaration in this regard. to joining Reliance, he served as Chief Risk Officer of Vistaar
The details pertaining to Mr. A N Sethuraman are furnished Financial Services Private Limited and Senior Vice President with
hereunder: HDFC Bank Limited. Prior to HDFC Bank Limited, he has also
worked with Kotak Mahindra Group and GLFL. Mr. Dhananjay
Mr. A N Sethuraman, aged 68 years, holds master’s degree in Tiwari is the member of Audit Committee of the Company. He is
economics. He has varied experience in major growth sectors also a member of the Audit Committee of Reliance Commercial
of the Indian economy, including communications, generation, Finance Limited. He does not hold any shares in the Company
transmission and distribution of renewable and non-renewable as on March 31, 2020. He does not have any relationship with
sources of energy, infrastructure, roads, metro rail systems, other Directors and Key Managerial Personnel of the Company.
cement, financial services, education, health care, and media and Mr. Dhananjay Tiwari attended one meetings out of one board
entertainment. Currently, he is Group President of Reliance Group, meetings held during the financial year 2019-20. Mr. Dhananjay
and handles corporate and regulatory affairs. He also serves as Tiwari is paid Nil remuneration. Mr. Dhananjay Tiwari satisfies all
a Director on the Board of BSES Yamuna Power Limited, BSES the conditions as set out in Part – I of Schedule V to the Act and
Rajdhani Power Limited and Galaxy Multiventures and Trading sub-section (3) of Section 196 of the Act, for being eligible for
Private Limited. He holds 2,204 shares in the Company as of his appointment.
March 31, 2020.
The Board of Directors has appointed Mr. Dhananjay Tiwari as
He does not have any relationship with other Directors and Key a Chief Executive Officer for a term of 3 years and the term
Managerial Personnel of the Company. Mr. A N Sethuraman of office can be terminated by giving 3 months notice and he
attended one meeting out of two board meetings held during shall perform duties with regard to all work of the Company and
the financial year 2019-20. He shall be paid remuneration he will manage and attend to such business and carry out the
by way of fee for attending the meetings of the Board or directions given by the Board from time to time.
Committees thereof or for any other purpose as may be decided
The above may be treated as a written memorandum setting
by the Board, reimbursement of expenses for participating in the
out the terms of appointment of Mr. Dhananjay Tiwari under
Board and other meetings.
Section 190 of the Act. This statement may also be regarded as
This statement may also be regarded as a disclosure under a disclosure under Regulation 36 (3) of the Listing Regulations.
Regulation 36 (3) of the Listing Regulations.
Mr. Dhananjay Tiwari is interested in the resolution set out at Item
Mr. A N Sethuraman is interested in the resolution set out at No. 3 of the Notice in regard to his appointment. The relatives
Item No. 2 of the Notice in regard to his appointment. The of Mr. Dhananjay Tiwari may be deemed to be interested in the
relatives of Mr. A N Sethuraman may be deemed to be interested resolution set out in Item No. 3 of the Notice, to the extent
in the resolution set out in Item No. 2, of the Notice, to the of their shareholding interest, if any, in the Company. Save and
extent of their shareholding interest, if any, in the Company. except the above, none of the other Directors, Key Managerial
Save and except the above, none of the other Directors, Personnel and their relatives is concerned or interested, financially
Key Managerial Personnel and their relatives is concerned or or otherwise, in the resolution set out at Item No. 3 of the
interested, financially or otherwise, in the resolution set out at Notice.
Item No. 2 of the Notice. Approval of Members is accordingly sought for appointment of
Approval of Members is accordingly sought for appointment of Mr. Dhananjay Tiwari as set out in the resolution at Item No. 3 of
Mr. A N Sethuraman as Director as set out in the resolution at Item the accompanying Notice. The Board recommends the Ordinary
No. 2 of the accompanying Notice. The Board recommends the Resolution set out at Item No. 3 of the accompanying Notice for
Ordinary Resolution set out at Item No. 2 of the accompanying the approval of the Members.
Notice for the approval of the Members. By Order of the Board of Directors
Item No. 3 Appointment of Mr. Dhananjay Tiwari as Director
Mr. Dhananjay Tiwari, acting in his professional capacity as the Atul Tandon
Chief Executive Officer (CEO) of the Company was appointed as Company Secretary & Compliance Officer
an Additional Director by the Board on the recommendation of Registered Office:
the Nomination and Remuneration Committee, with effect from Reliance Centre, Ground Floor
January 21, 2020, in accordance with the provisions of Section 19, Walchand Hirachand Marg
Ballard Estate, Mumbai 400 001
161 of the Companies Act, 2013 (the “Act”). Pursuant to the
CIN: L65910MH1986PLC165645
provisions of Section 161 of the Act, Mr. Dhananjay Tiwari holds Website: www.reliancecapital.co.in
office as an additional director upto the date of the ensuing
Annual General Meeting. As required under Section 160 of the May 8, 2020
7
Reliance Capital Limited
Directors’ Report
Dear Shareowners, of NBFCs. These developments had also adversely impacted the
Your Directors present the 34th Annual Report and the audited Company resulting into temporary liquidity mismatches which led
financial statement for the financial year ended March 31, 2020. to rating downgrades. Following this, various lenders and debenture
holders demanded immediate repayment that were otherwise due
Financial Performance and State of Company’s Affairs
and payable in a phased manner over the next 8 years, leading
The standalone performance of the Company for the financial to delay / default in repayment. The Company is engaged with
year ended March 31, 2020 is summarised below: debenture holders to arrive at a resolution by monetization of its
Particulars March 31, March 31, assets and unlock the value of its underlying businesses and thereby
2020 2019* significantly reduce its overall leverage, subject to approvals from
(` in crore) (` in crore) courts, creditors and regulatory authorities.
8
Reliance Capital Limited
Directors’ Report
Company with effect from December 13, 2019 and Mr. Dhananjay The performance of the committees was evaluated by the Board
Tiwari, Chief Executive Officer of the Company was appointed as of Directors based on inputs received from all the committee
an Additional Director of the Company with effect from January 21, members after considering criteria such as composition and
2020, to hold office as Director upto the date of ensuing Annual structure of committees, effectiveness of committee meetings,
General Meeting of the Company. The Company has received etc.
notices under Section 160 of the Act from a member proposing Pursuant to the Listing Regulations, performance evaluation of
their candidature for the office of Director of the Company, liable independent directors was done by the entire board, excluding
to retire by rotation. the independent director being evaluated.
A brief profile of Mr. A N Sethuraman and Mr. Dhananjay Tiwari, A separate meeting of the Independent Directors was also held for
along with the requisite details as stipulated under Regulation the evaluation of the performance of non-independent Directors,
36(3) of the Listing Regulations, is given in the Notice and section performance of the Board as a whole and that of the Chairman
on Corporate Governance Report forming part of this Annual report. of the Board.
During the year under review, the shareholders of the Company has Policy on appointment and remuneration for Directors, Key
appointed Mr. Rahul Sarin and Dr. Thomas Mathew as Independent Managerial Personnel and Senior Management Employees
Directors of the Company for a period of 5 years with effect
The Nomination and Remuneration Committee of the Board has
from August 16, 2019 and re-appointed Ms. Chhaya Virani as an
devised a policy for selection and appointment of Directors, Key
Independent Director for a second term of 5 consecutive years
Managerial Personnel and Senior Management Employees and
with effect from May 29, 2020.
their Remuneration. The Committee has formulated the criteria for
In order to enable the Company to comply with the requirements determining qualifications, positive attributes and independence
of Regulation 17(1B) of the SEBI (LODR) Regulations 2015, of a Director, which has been put up on the Company’s website
Mr. Anmol Ambani, being related to the Chairperson of the www.reliancecapital.co.in. The policy on the above is attached
Company, ceased to be the Executive Director of the Company as Annexure - A.
with effect from December 10, 2019.
Directors’ Responsibility Statement
Ms. Ryna Karani was appointed as a Non-executive Director
Pursuant to the requirements under Section 134(5) of the Act
w.e.f. September 30, 2019 who held office as such till
with respect to Directors’ Responsibility Statement, it is hereby
December 13, 2019.
confirmed that:
The Board places on record its deep sense of appreciation for the
i. In the preparation of the annual financial statement for
guidance and invaluable contribution made by the Directors during
the financial year ended March 31, 2020, the applicable
their tenure as Director of the Company.
Accounting Standards had been followed along with proper
In the opinion of the Board, the Independent Directors possess explanation relating to material departures, if any;
the requisite expertise and experience and are the persons of
ii. The Directors had selected such accounting policies and
high integrity and repute. They fulfil the conditions specified in
applied them consistently and made judgments and
the Companies Act, 2013 and the Rules made thereunder and
estimates that are reasonable and prudent so as to give a
are independent of the management.
true and fair view of the state of affairs of the Company as
Key Managerial Personnel (KMP) at March 31, 2020 and of the loss of the Company for the
Mr. Dhananjay Tiwari was appointed as the Chief Executive Officer year ended on that date;
with effect from January 21, 2020. iii. The Directors had taken proper and sufficient care for the
Mr. Amit Bapna former Chief Financial Officer (CFO) was elevated maintenance of adequate accounting records in accordance
to the position of President & Chief Operating Officer and with the provisions of the Companies Act, 2013 for
Mr. Vaibhav Kabra was appointed as the CFO with effect from safeguarding the assets of the Company and for preventing
December 10, 2019. and detecting fraud and other irregularities;
Mr. Sachin Bora who was appointed as Chief Executive Officer on iv. The Directors had prepared the annual financial statement
December 10, 2019 voluntarily retired early due to unforeseen for the financial year ended March 31, 2020 on a ‘going
critical health issues with effect from December 27, 2019. concern’ basis;
Evaluation of Directors, Board and Committees v. The Directors had laid down proper internal financial controls
The Nomination and Remuneration Committee (NRC) of the to be followed by the Company and such financial controls
Company has devised a policy for performance evaluation of the are adequate and are operating effectively. The Company is
individual directors, Board and its Committees, which includes taking constant steps to further strengthen the same; and
criteria for performance evaluation. vi. The Directors had devised proper systems to ensure
Pursuant to the provisions of the Act and the Listing Regulations compliance with the provisions of all applicable laws and
and based on policy devised by the NRC, the Board has carried that such systems are adequate and operating effectively.
out an annual performance evaluation of its own performance, Contracts and Arrangements with Related Parties
its committees and individual directors. The Board performance All contracts / arrangements / transactions entered into / by
was evaluated based on inputs received from all the Directors the Company during the financial year under review with related
after considering criteria such as Board composition and structure, parties were on an arm’s length basis and in the ordinary course
effectiveness of Board and information provided to the Board, etc.
9
Reliance Capital Limited
Directors’ Report
Directors’ Report
is available for inspection up to the date of the Meeting. of woman employees and it has in place a policy which provides
Any member interested in obtaining the same may write to for protection against sexual harassment of women at work place
the Company Secretary and the same will be furnished on and for prevention and redressal of such complaints. During the
request. year, no such complaints were received. The Company has also
Conservation of Energy, Technology Absorption and Foreign constituted an Internal Complaints Committee under the Sexual
Exchange Earnings and Outgo Harassment of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013.
The Company is a Non-Banking Financial Company and does not
involve in any manufacturing activity, most of the information Corporate Social Responsibility
as required under Section 134(3)(m) of the Act read with Rule The Company has constituted Corporate Social Responsibility (CSR)
8 of the Companies (Accounts) Rules, 2014 are not applicable. Committee in compliance with the provisions of Section 135 of
However, the information as applicable has been given in the Act read with the Companies (Corporate Social Responsibility
Annexure – C forming part of this Report. Policy) Rules, 2014. The CSR Committee has formulated a
Corporate Governance Corporate Social Responsibility Policy (CSR policy) indicating the
activities to be undertaken by the Company.
The Company has adopted ‘Reliance Group-Corporate Governance
Policies and Code of Conduct’ which sets out the systems, The CSR policy may be accessed on the Company’s website
processes and policies conforming to the international standards. at the link; http://www.reliancecapital.co.in/pdf/Group_CSR_
The report on Corporate Governance as stipulated under Regulation Policy_Document.pdf.
34(3) read with Para C of Schedule V of the Listing Regulations As on March 31, 2020, the CSR Committee consists of Ms. Chhaya
and Guidelines on Corporate Governance issued by the Reserve Virani as Chairperson, Mr. Rahul Sarin and Dr. Thomas Mathew as
Bank of India is presented in separate section forming part of the Members. The disclosures with respect to CSR activities are
this Annual Report. given in Annexure - D.
A Certificate from M/s. Aashish K. Bhatt & Associates, Practicing Significant and material Orders passed by the Regulators or
Company Secretaries confirming compliance to the conditions of Courts or Tribunal
Corporate Governance as stipulated under Para E of Schedule V 1. Pursuant to Order dated November 20, 2019 passed by the
of the Listing Regulations is enclosed to this Report. Hon’ble Delhi High Court in the matter of OMP(I) COMM.
Ombudspersons & Whistle Blower (Vigil Mechanism) 419/2019 and OMP(I) COMM. 420/2019, the Company
is prohibited to dispose off, alienate, encumber either directly
The Company has formulated an Ombudspersons & Whistle Blower
or indirectly or otherwise part with the possession of any
(Vigil Mechanism) policy to address the genuine concerns, if any,
assets.
of the Directors and employees, the policy has been overseen by
audit committee. No person has been denied for direct access to 2. The Company is also prohibited from transferring, alienating,
the Chairperson of the Audit Committee. The details of the same encumbering or otherwise parting with the possession of
have been stated in the Report on Corporate Governance and the assets owned by the Company pursuant to the proceedings
policy can be accessed on the Company’s website. initiated by Vistra ITCL (India) Limited, the Debts Recovery
Tribunal vide its order dated December 3, 2019.
Risk Management
Internal Financial Control Systems and their adequacy
The Company has laid down a Risk Management Policy, defining
Risk profiles involving Strategic, Technological, Operational, The Company has in place adequate internal financial control
Financial, Organisational, Legal and Regulatory risks within a well systems across the organization. The same is subject to review
defined framework. The Risk Management Policy acts as an enabler periodically by the internal audit cell for its effectiveness. During
of growth for the Company by helping its businesses to identify the the year, such controls were tested and no reportable material
inherent risks, assess, evaluate and monitor these risks continuously weakness in the design or operation was observed. As regards the
and undertake effective steps to manage these risks. qualified opinion of auditors on the Internal Financial Control, it is
stated that the Company is taking constant steps to strengthen
The Risk Management Committee consisting of Mr. Rahul Sarin as
its loan sanctioning, processing and documentation processes.
Chairman and Ms. Chhaya Virani as member, periodically reviews
the robustness of the Risk Management Policy. The periodical Acknowledgement
update on the risk management practices and mitigation plan Your Directors would like to express their sincere appreciation
of the Company and subsidiaries are presented to the Audit for the co-operation and assistance received from shareholders,
Committee and Board of Directors. The Audit Committee and debenture holders, debenture trustee, bankers, financial
Board periodically review such updates and findings and suggest institutions, regulatory bodies and other business constituents
areas where internal controls and risk management practices during the year under review. Your Directors also wish to place
can be improved. More details on Risk Management indicating on record their deep sense of appreciation for the commitment
development and implementation of Risk Management Policy displayed by all executives, officers and staff.
including identification of elements of risk and their mitigation are
covered in Management Discussion and Analysis section, which For and on behalf of the Board of Directors
forms part of this Report.
Anil Dhirubhai Ambani
Compliance with provisions of Sexual Harassment of Women at Chairman
workplace (Prevention, Prohibition and Redressal) Act, 2013
Mumbai
The Company is committed to uphold and maintain the dignity May 8, 2020
11
Reliance Capital Limited
Directors’ Report
Annexure – A
Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees
1. Introduction
1.1 Reliance Capital Limited considers human resources as its invaluable assets. This policy aims to harmonise the aspirations of
the directors / employees with the goals of the Company.
1.2 Human capital is a strategic source of value creation. As part of our progressive HR philosophy, it is necessary to have in
place a comprehensive Compensation Policy, which is in line with the industry trend and is employee friendly.
2. Objectives
2.1 Ensuring that the quantum and composition of remuneration is reasonable and sufficient to attract, retain and motivate,
employees to run the Company successfully.
2.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.
2.3 Ensure that annual compensation review considers industry/ business outlook and strategies adopted by industry peers,
differentiates employees based on their performance/skill sets and also protects employees, particularly those in junior
cadre, against inflationary pressures.
2.4 Retention of high performers at all levels and those playing critical roles.
3. Scope
The Board has constituted the “Nomination and Remuneration Committee” in line with the requirements under the provisions of
the Companies Act, 2013. This Policy sets out the broad guiding principles for the Committee for recommending to the Board
the appointment and remuneration of the directors, key managerial personnel and senior managerial personnel of the Company.
4. Definitions
4.1 “Director” means a director appointed to the Board of the Company.
4.2 “Key Managerial Personnel” means
(i) the Chief Executive Officer or the Managing Director or the Manager;
(ii) the Company Secretary;
(iii) the Whole-time Director;
(iv) the Chief Financial Officer; and
(v) such other officer as may be prescribed under the Companies Act, 2013.
4.3 ‘‘Senior Management’’ means personnel of the Company who are members of its core management team excluding Board
of Directors, comprising of all members of management one level below the executive directors, if any.
5. Policy
5.1 Appointment of Directors/ Key Managerial / Senior Management personnel
The Nomination and Remuneration Committee, inter-alia, considers qualifications, positive attributes, areas of expertise and
number of Directorships and Memberships held in various committees of other companies by such persons for selection.
The Board considers the recommendation of the Committee’s and takes appropriate decisions. The Company also considers
the requirement of skills and effectiveness of persons contributing to the Company’s business and policy decisions.
5.2 Remuneration to Directors/ Key Managerial Personnel
5.2.1 The remuneration of the Directors/ Managing Directors/ Whole-time Directors and Managers, etc. will be governed as per
provisions contained in the Companies Act, 2013 and Rules made therein from time to time.
5.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof
as approved by the Board of Directors from time to time. The Non-Executive Directors shall also be entitled to profit related
Commission, if approved by the Board, in addition to the sitting fees.
5.2.3 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration
payable to the Directors/ Key Managerial Personnel/ Senior Management Personnel of the Company within the overall limits, if
any, approved by the shareholders.
5.2.4 The remuneration structure shall include the following components:
(i) Basic Pay
(ii) Perquisites and Allowances
(iii) Stock Options, if any.
(iv) Commission (Applicable in case of Executive Directors/ Directors)
(v) Retiral Benefits
(vi) Performance Linked Incentives
5.2.5 The Annual Plan, Objectives, financial results of the Company shall be reviewed by the Nomination and Remuneration Committee
and performance incentives, increment, revision in remuneration, etc. will be proposed based on the achievements.
5.3 Remuneration to other employees
Employees shall be assigned grades/bands according to their qualifications and work experience, competencies as well as
their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade/
bands and shall be based on various factors such as job profile, skill sets, seniority, experience, performance and prevailing
remuneration levels for equivalent jobs.
6. Retention Features as part of Compensation Package
Based on the organizational need for retaining performing employees and those in critical roles, certain retention features may
be rolled out as part of the overall compensation package. These may take form of Retention Bonuses (RBs), Special Monetary
Programs (SMPs), Long-term Incentives (LTIs), Employee Stock Options, etc.
7. Modification and Amendment
The policy is subject to modification, amendment and alterations by the management at any time without assigning any reasons.
12
Reliance Capital Limited
Directors’ Report
Annexure - B
Form No. MR-3
Secretarial Audit Report
For the financial year ended March 31, 2020
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
Reliance Capital Limited
Reliance Centre, Ground Floor
19, Walchand Hirachand Marg
Ballard Estate, Mumbai 400 001
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Reliance Capital Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided
me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.
Based on my verification of Company’s books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the Company has, during the financial year ended on March 31, 2020 complied
with the statutory provisions listed hereunder and also that the Company has proper Board - processes and compliance - mechanism
in place to the extent, in the manner and subject to the reporting made hereinafter.
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on March 31, 2020, according to the provisions of:
(i) The Companies Act, 2013 (the ‘Act’) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;
(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder for compliance in respect of
Foreign Direct Investment;
(v) The following regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 – Not
Applicable;
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding
the Companies Act and dealing with client – Not Applicable;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 – Not Applicable;
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 – Not Applicable;
I have also examined compliance with applicable clauses of the following:
(i) Secretarial Standards issued by the Institute of the Company Secretaries of India pertaining to the General Meetings, Board
of Directors and Committee Meetings viz: Audit Committee, Nomination and Remuneration Committee (NRC), Stakeholders
Relationship Committee (SRC), Corporate Social Responsibility (CSR) Committee;
(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as “the listing regulation”) and Uniform Listing Agreement(s) entered with BSE Limited and National Stock Exchange
of India Limited.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above and the Company is in the process of filing form BEN-2 with the Registrar of Companies and
in terms of Regulation 33(3)(d) of the Listing Regulation results for the financial year ended March 31, 2019 were published on
August 14, 2019 and the delay was due to the situations beyond the control of the Company.
13
Reliance Capital Limited
Directors’ Report
I further report that based on the compliance mechanism established by the Company, which has been verified on test checked basis
and the Compliance Report submitted to and taken on record by the Board of Directors of the Company, we are of the opinion that
the Company has complied with the following laws applicable specifically to the Company:
1. Reserve Bank of India, 1934 and Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016 as
applicable to the Company;
2. Prevention of Money-Laundering Act, 2002.
On account of pandemic “COVID 2019” and nationwide lockdown imposed by governments, the audit process has been modified,
wherein certain documents /records etc were verified in electronic mode, and have relied on the representations received from the
Company for its accuracy and authenticity.
I further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were
carried out in compliance with the provisions of the Act.
Adequate notice, agenda and detailed notes have been given to all Directors to schedule the Board Meetings at least seven days in
advance/ shorter notice of time less than seven days for items of business which were in the nature of ‘unpublished price sensitive
information’ and a system exists for seeking and obtaining further information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting.
The decisions at Board and Committee Meetings are carried out and recorded in the minutes of the Board of Directors and Committee(s)
of the Board accordingly.
I have relied on the representation made by the Company and its Officers for adequate systems and processes in the company
commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations
and guidelines.
I further report that during the audit period, the Company has undertaken following event / action having a major bearing on the
Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc:
(i) Disinvestment in Reliance Nippon Life Asset Management Limited, associate company, Reliance Capital Trustee Co.
Limited and Reliance Capital AIF Trustee Company Private Limited, subsidiary Companies;
(ii) Convening debenture holders meeting and passing resolution for constitution of debenture holders committee;
(iii) Default in payment of interest and redemption of Non-convertible debentures;
(iv) The Company has obtained the shareholder’s approval at its 33rd Annual General Meeting held on September 30,
2019 for the following businesses;
(a) Appointment of Ms. Ryna Karani (DIN: 00116930) as a director liable to retire by rotation;
(b) Confirmation of M/s Pathak H. D. & Associates, Chartered Accountants as the sole Statutory Auditors of the
Company.
(c) Appointment of Mr. Rahul Sarin (DIN: 02275722) and Dr. Thomas Mathew (DIN: 05203948) as Independent
Directors of the Company.
(d) Re-appointment of Ms. Chhaya Virani (DIN: 06953556) as Independent Director of the Company.
(e) Approval of Private Placement of Non–Convertible Debentures and / or other Debt Securities for re-financing of
existing debts.
(f) Sale / disposal of asset(s) / undertaking(s) of the Company, its subsidiaries, associates and joint ventures.
For Aashish K. Bhatt & Associates
Company Secretaries
(ICSI Unique Code S2008MH100200)
Aashish Bhatt
Proprietor
UDIN: A019639B000216946
ACS No.: 19639
COP No.: 7023
Date : May 8, 2020
Place : Mumbai
14
Reliance Capital Limited
Directors’ Report
Annexure – C
Disclosure under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014
Annexure – D
Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2019-20
1. A brief outline of the Company’s CSR policy, including overview of projects or programmes proposed to be undertaken and
a reference to the web-link to the CSR policy and projects or programmes:
The Company has a robust CSR Policy at group level. As per the said policy, all our efforts are focused towards two goals: building
a great enterprise for the stakeholders and a great future for our country. Our approach is to interweave social responsibility into the
Company’s mainstream business functions through translating commitments into policies, which not only drive all employees but
influence and mobilize stakeholders, especially partners and suppliers, to embrace responsible business practices in their respective
spheres of action. The policy affirms business objectives and strategy along with our commitment to preserve natural resources
and augment the growth and development of employees and families, the communities we operate in, suppliers/vendors, and
our investors. Through the social policy manual, the Company seeks to engage with all the stakeholders, using it as a reference
or guideline for all stakeholders and practitioners. Our CSR policy is placed on our website at the link www.reliancecapital.co.in/
pdf/Group_CSR_Policy_Document.pdf.
2. The Composition of the CSR Committee:
Ms. Chhaya Virani, Chairperson (Independent Director)
Mr. Rahul Sarin (Independent Director)
Dr. Thomas Mathew (Independent Director)
3. Average net profit of the Company for last three financial years:
Average net profit : ` 188 crore.
15
Reliance Capital Limited
Directors’ Report
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):
The Company is required to spend ` 3.76 crore towards CSR.
5. Details of CSR spent during the financial year:
a. Total amount spent for the financial year: ` Nil
b. Amount unspent, if any: ` 3.76 crore
c. Manner in which the amount spent during the financial year is detailed below:
(` in crore)
1. 2. 3. 4. 5. 6. 7. 8.
Sr. CSR Projects Sector in Projects or Amount Amount spent Cumulative Amount spent: Direct or
No. or activity which the Programs Outlay on the projects Expenditure through implementing
identified. project is (1) Local area or (budget) or programs upto the agency.*
covered. other Project or Sub-heads: reporting
(2) Specify the Programs (1) Direct period.
state and wise. expenditure
district where on
projects or projects or
programs was programs.
undertaken. (2) Overheads.
1. Oncology Health Care Maharashtra 30.00 - 21.61 Through a non-profit centre
Centres via Mandke Foundation
specialised in the provision
of health care.
2. Health Care Health Care Maharashtra 15.00 - 12.87 Through a non-profit centre
via Mandke Foundation
specialised in the provision
of health care.
3. Health Care Health Care Maharashtra 15.00 - 13.33 Through a non-profit centre
via Mandke Foundation
specialised in the provision
of health care.
4. Health Care Health Care Maharashtra 4.71 - 4.71 Through a non-profit centre
via Mandke Foundation
specialised in the provision
of health care.
5. Kerala CM Disaster Kerala 1.00 - 1.00 To the Chief Minister’s
Disaster Relief Disaster Relief Fund for
Relief Fund floods in 2018
6. Blood Health Care Maharashtra 0.01 - 0.01 Through a non-profit
Donation centre via Thoughtcom
Camp India specialised in the
provision of health care.
Total 65.72 - 53.53
* Implemented in phased manner
6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any
part thereof, the company shall provide the reasons for not spending the amount in its Board report.
The Company is facing severe financial stress. Further, the Hon’ble Delhi High Court vide its Order dated November 20, 2019, has
placed restraint on the Company on incurring expenses other than in ordinary course of business. In view of the aforesaid, the
Company has not spent the amount on CSR activities this year. The Company is committed to spend on CSR in the long term.
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance
with CSR objectives and policy of the Company.
The implementation and monitoring of Corporate Social Responsibility (CSR) Policy is in compliance with CSR objectives and
policy of the Company.
16
Reliance Capital Limited
Forward looking statements According to the World Bank, the global economy decelerated to
an estimated 2.4 percent in 2019, the slowest pace since the
Statements in this Management Discussion and Analysis of
Financial Condition and Results of Operations of the Company global financial crisis. The Indian Economy was not immune to
describing the Company’s objectives, expectations or predictions the slowdown. The Indian economy was affected across all four
may be forward looking within the meaning of applicable key growth engines of our economy faltered to stimulate any
securities laws and regulations. Forward looking statements growth. We note that three of the four growth engines—private
are based on certain assumptions and expectations of future consumption, private investment, and exports—have slowed
events. The Company cannot guarantee that these assumptions down significantly led by variety of reasons. Consumption, the
and expectations are accurate or will be realised. The Company biggest contributor of growth was subdued, pointing to fragile
assumes no responsibility to publicly amend, modify or revise consumer sentiment and purchasing ability. Similarly, private
forward-looking statements, on the basis of any subsequent investments and exports have remained muted owing to soft
developments, information or events. Actual results may differ demand, global uncertainties around trade and investments and
materially from those expressed in the statement. Important geopolitical tensions. The fourth engine, government consumption
factors that could influence the Company’s operations include and investment, has been moderated because of the limited elbow
determination of tariff and such other charges and levies by room the government has for counter-cyclical spending as the
the regulatory authority, changes in government regulations, tax budget deficit remains under pressure. Further, an unexpected
laws, economic developments within the country and such other COVID-19 outbreak engulfed India too and resulted in nationwide
factors globally. lockdown starting 25th March 2020 has dashed hope of any
early recovery on economy, which will have wider ramification
The financial statements are prepared under historical cost in current fiscal.
convention, on accrual basis of accounting, and in accordance
with the provisions of the Companies Act, 2013 (the “Act”) and As per the Central Statistics Organization (CSO) second advance
comply with the Accounting Standards notified under Section 133 estimates, the GDP growth was retained at 5 per cent in 2019-20
of the Act. The management of Reliance Capital Limited (“Reliance and however final numbers are likely to be worse than expectations
Capital” or “RCL” or “the Company”) has used estimates and due to sharp contraction in economic activities in March due to
judgments relating to the financial statement on a prudent and COVID-19. As per Moody’s (a global rating company), India’s GDP
reasonable basis, in order that the financial statement reflect in a growth rate for 2020-21 is expected to be at Zero mainly led by
true and fair manner, the state of affairs and profit for the year. steep deterioration in business activities and sharp contraction in
consumption trend due to disruption led by COVID-19. However,
The following discussions on our financial condition and result of
on a positive note, it has forecasted India’s GDP growth rate to
operations should be read together with our audited consolidated
bounce back to 6.6 per cent in 2021-22.
financial statement and the notes to these statements included
in the Annual Report. Notably, having remained benign in first half of 2019-20, a surge
in food prices and vegetable prices resulted in surge in retail
Unless otherwise specified or the context otherwise requires, all
inflation with CPI averaging 4.8 per cent in 2019-20 versus 3.4
references herein to “we”, “us”, “our”, “the Company”, “Reliance”,
per cent in 2018-19. Going forward, likely reduction in food
“RCL” or “Reliance Capital” are to Reliance Capital Limited and
prices, decreasing core inflation and stabilization in fuel prices
its subsidiaries and associates.
are expected to result in softening of CPI numbers in subsequent
Macroeconomic Overview months. RBI has set the objective of achieving the medium-term
Indian Economic Environment target for CPI of 4 per cent within a band of plus or minus 2 per
cent, while supporting growth, while it has set an inflation target
In 2019, India became a $ 2.7 trillion economy, having added one of 5.4-5.0 per cent for first half of FY21 and 3.2 per cent for
trillion US dollars in the last five years. The Economic Survey of the third quarter of FY21.
government outlined the blueprint to achieve the vision of making
Indian a USD 5 trillion economy by 2024-25. Following the path, Central government has increased its borrowing target by over
India’s rank in the World Bank’s Ease of Doing Business 2020 50% in current fiscal to ` 12 trillion (US$ 160 billion) up from
survey has consistently improved over last three years and stands the previously budgeted Rs 7.8 lakh crore to cushion the blow
at 63, among 190 countries, making it the one of world’s top 10 from the new coronavirus pandemic. Given the borrowing target
most improved countries for the third consecutive time. Further, of ` 12 trillion, it is estimated that government is targeting a fiscal
the Government has set a target to invest worth ` 111 trillion deficit of 5.5-6% for current fiscal.
over 2020-2026 under National Infrastructure Pipeline (NIP). The government rationalised the corporate tax rate to 22 per cent
NIP is likely to help provide quality and adequate infrastructure from 30 per cent, subject to the condition that companies will
across the nation and boost economic growth. not avail of any exemption/ incentive. Further, in order to boost
RBI has taken number of measures to ensure sufficient liquidity fresh investment, new companies incorporated on or after October
in the system since the beginning of 2019-20. We note that it 1, 2019 and making fresh investment in manufacturing, the tax
has slashed policy rate (Repo rate) from 6.25% in the beginning rate for them has been cut to 15 per cent from 25 per cent.
of year to 4.4% at the closing of fiscal and at now at 4% in The government collected ` 15 lakh crore as net tax revenue in
ongoing fiscal so far. We also note this time transmission of rate 2019-20 as against ` 13.2 lakh crore collected in 2018-19,
cuts has happened in a large way and helped across all industries while direct tax collection stood at ` 11.7 Lakh crore as against
and borrowers. estimated ` 13.4 lakh crore in 2018-19. For 2020-21, the gross
direct tax collections are budgeted to increase by 12.7 per cent as
17
Reliance Capital Limited
per the union budget as against 2.9 per cent growth achieved in RCL’s consolidated total income for the financial year ended
2018-19. Further, capital expenditure for 2020-21 is pegged at ` March 31, 2020, stood at ` 18,359 crore (US$ 2.5 billion). Staff
4.12 Lakh crore as against ` 3.49 Lakh crore incurred in 2019-20 costs for the year were ` 1,507 crore (US$ 209 million) as against
and fiscal deficit was targeted at 3.5 per cent in 2020-21, which ` 1,523 crore (US$ 212 million) in the previous year, a decrease
will be difficult to be achieved given the disruption in economy. of 1.1 per cent. Selling, administrative and other expenses in the
year were ` 18,889 crore (US$ 2.6 billion) as against ` 15,860
GDP Growth
crore (US$ 2.2 billion) in the previous year, an increase of 19.1 per
Domestic rating agency CRISIL has cut its projections for India’s cent. Interest & finance charges for the year were ` 3,969 crore
economic growth rate to 1.8 per cent, from 3.5 per cent it had (US$ 551 million) as against ` 4,519 crore (US$ 628 million) in
earlier predicted for 2020-21. Among the major economies, the previous year, a decrease of 12.2 per cent. Depreciation for
India and China are the only exception to the declining economic the year stood flat at ` 123 crore (US$ 17 million). Tax expenses
activities in 2020-21. was for the year ` 24 crore (US$ 3 million) as against ` 122 crore
(US$ 17 million) in the previous year. Total comprehensive income
Industrial Production attributable to owners and excluding non-controlling interest for
Industrial output (IIP) for fiscal 2019-20 contracted by 0.7 per the year was (` 920 crore) (US$ (128 million)) as against (` 1
cent compared with a growth rate of 3.8 per cent in 2018-19. 597 crore) (US$ (222 million)) in the previous year.
While the growth has been lower across sectors than a year ago As of March 31, 2020, the standalone net worth of the company
the manufacturing sector has registered contraction in the output stood at ` 3,374 crore (US$ 4.7 billion). As of March 31, 2020,
during the year. Within the used based classification, compared the consolidated total assets stood at ` 64,782 crore (US$ 9.0
with the previous year, all segments indicated lower growth with billion).
capital goods, infrastructure and consumer durables slipping
The total numbers of employees in the group were 18,360 as on
into contraction with an exception being intermediate goods,
March 31, 2020 including 5,918 women employees.
whose growth rate has been highest in the last 8 years. Subdued
investment climate and weak consumer demand have weighed As on March 31, 2020, the Company had a standalone net debt
on the industrial output during the year. equity ratio of 5.14.
Inflation and Interest Rate Due to sudden adverse developments in the recent past in the
financial sector, all categories of lenders in India (including Banks,
Given a sharp contraction in domestic economic activities and Mutual Funds, etc.) had put near complete freeze on additional
soft stance of global bankers toward interest rates as to promote lending to Non-Banking Financial Companies (NBFCs) and have
consumption activities are likely to keep interest rate scenario been insisting for reducing the existing level of borrowings which
benign in India. A sharp fall in oil prices and other commodities has severely impacted the financial flexibility of majority of NBFCs.
are likely to result in softening of inflation rate in subsequent
months, which along with a normal monsoon forecast does not These developments had also adversely impacted RCL resulting
warrant a significant rise in the food inflation trajectory. The RBI had into temporary liquidity mismatches which unfortunately led to
multiple rating downgrades of the Company. Following this, various
changed its stance from neutral to accommodative in its June’19
lenders and debenture holders demanded immediate repayment
monetary policy and is expected to continue going forward given
that were otherwise due and payable in a phased manner over
the macroeconomic backdrop.
the next 8 years. These has adversely impacted key financial ratios
Trade Deficit and the exchange rate including return on networth. The Company is under discussions
with its lenders and debenture holders to conduct a fair and
India’s foreign trade was significantly hit during the year led by
transparent asset monetisation process. The debenture holders
disruption caused by COVID-19 especially in 4Q2019-20. Export
have formed a Committee of Debenture Holders (CoDH) to achieve
figures for financial year 2019-20 declined by 4.78 per cent to
asset monetization in an effective and a time bound manner,
$314.31 billion, while imports during the fiscal declined 9.12 per
which would lead to substantial reduction of debt. The Company
cent to $467.19 billion. Hence, overall trade deficit in 2019-
is confident of achieving the effective resolution in current fiscal
20 was lower at $152.88 billion compared to the trade gap in
subject to approvals from lenders, regulators and courts
2018-19 at $184 billion. India’s goods exports were sluggish
even before the Covid-19 crisis broke out due to overall slowdown Major Business
in the global economy and world trade. Reliance General Insurance
During 2019-20, the country’s foreign exchange reserves Reliance General Insurance (RGI) offers insurance solutions for
increased by almost USD 62 billion to USD 476.19 billion. auto, health, home, property, travel, marine, commercial and
Rupee in comparison to US dollar depreciated by about 7 per other specialty products. RGI is amongst the leading private sector
cent to ~` 75 levels mainly led by higher dollar demand in the general insurance players in India with a private sector market
wake of uncertainties about global outlook mainly triggered by share of 8.2 per cent. During 2019-20, gross direct premium
coronavirus outbreak. INR is expected to remain range bound of the total general insurance industry increased by 12 per cent
hereon in current fiscal. to ` 1,89,305 crore (US$ 26.2 billion). During 2019-20, gross
direct premium of the private Indian general insurance industry
About Reliance Capital
increased by 12 per cent to ` 91,176 crore (US$ 12.7 billion)
The Company’s standalone performance is discussed in detail under (Source: IRDAI website). RGI’s gross written premium for the year
the head ‘Financial Performance’ in the Directors’ report. The ended March 31, 2020 was ` 7,514 crore (US$ 1.0 billion), an
consolidated performance of the Company is as follows: increase of 20 per cent over the previous year.
18
Reliance Capital Limited
Profit before tax for the year ended March 31, 2020, stood business verticals of equity broking and wealth management. As of
at ` 299 crore (US$ 42 million) as against ` 212 crore (US$ March 31, 2020, the business had over 9,42,400 equity broking
29 million) in the corresponding period of the previous year, an accounts and achieved average daily turnover of ` 4,373 crore
increase of 41 per cent over the previous year. The distribution (US$ 607 million) for the year. In wealth management business,
network comprised of 136 branches and approx. 43,590 agents the client needs are assessed to create customized financial
at the end of March 31, 2020. At the end of March 31, 2020, investment opportunities. The customized individual portfolios
the investment book increased by 15 per cent to ` 10,822 crore are based on their diverse investment needs and risk profiles.
(US$ 1.5 billion). In wealth management, the AUM stood at ` 1,323 crore (US$
184 million) as on March 31, 2020. Reliance Commodities, the
Reliance Nippon Life Insurance
commodity broking arm of Reliance Capital, is one of the leading
Reliance Nippon Life Insurance (RNLI) currently offers a total of 22 retail broking houses in India, providing customers with access
products that fulfill the savings and protection needs of customers. to commodities market. As of March 31, 2020, the business
Of these, 20 are targeted at individuals and 2 at group businesses. had over 1,11,000 commodity broking accounts and recorded
RNLI is committed to emerging as a transnational Life Insurer of average daily commodities broking turnover of ` 312 crore (US$
global scale and standard and attaining leadership rankings in the 43 million). The distribution business is a comprehensive financial
industry within the next few years. During the year, the Indian life services and solutions provider, providing customers with access
insurance industry recorded new business premium of ` 2,58,896 to mutual funds, life and general insurance products, and other
crore (US$ 36.0 billion) as against ` 2,14,673 crore (US$ 29.8 financial products having a distribution network of 118 branches
billion) in the previous year, an increase of 20.6 per cent. During and over 1,380 customer touch points across India. The business
the year, the Indian private sector life insurance industry recorded achieved revenues of ` 250 crore (US$ 35 million) for the year
new business premium of ` 80,919 crore (US$ 11.2 billion) as ended March 31, 2020. Broking business reported a loss of `
against ` 72,481 crore (US$ 10.1 billion) in the previous year, an 32 crore (US$ 4 million) for the year ended March 31, 2020.
increase of 11.6 per cent (Source: Financial Year 2019-20 data, In October 2019, Reliance capital has entered into a binding
Life Insurance Council website). RNLI is amongst the leading private agreement with existing management team of reliance securities
sector life insurers with a private sector market share of 1.2 per for selling broking & distribution business, subject to regulatory
cent, in terms of new business premium. (Source: Financial Year and other customary approvals.
2019-20 data, Insurance Regulatory and Development Authority
of India website). The total net premium for the year stood at ` Reliance Commercial Finance and Reliance Home Finance
4,418 crore (US$ 614 million) as against ` 4,336 crore (US$ As of March 31, 2020, Reliance Commercial Finance Limited
602 million). The new business premium income for the year (RCF), a wholly owned subsidiary of RCL had Assets Under
ended March 31, 2020, was ` 1,006 crore (US$ 140 million) Management (including securitized portfolio) of ` 11,190 crore
as against ` 1,067 crore (US$ 148 million) for the previous year. (US$ 1.6 billion) as against ` 14,269 crore (US$ 2.0 billion) as
For the year ended March 31, 2020, the renewal premium was on March 31, 2019. During the year, RCF securitized loans of `
` 3,435 crore (US$ 476 million) as against ` 3,291 crore (US$ 241 crore (US$ 34 million), as against ` 1,508 crore (US$ 209
457 million). The new business achieved profit for the year ended million) securitized in the previous year. As on March 31, 2020,
March 31, 2019 was ` 352 crore (US$ 49 million) as against ` the outstanding loan book was ` 10,441 crore (US$ 1.5 billion)
332 crore (US$ 46 million) in the previous year. as against ` 12,761 crore (US$ 1.8 billion) at the end of March
31, 2019. RCF reported a loss of ` 1,441 crore (US$ 206 million)
The total funds under management were at ` 19,837 crore (US$
for the year ended March 31, 2020 as against a loss ` 1,892
2.7 billion) as on March 31, 2020, as against ` 20,281 crore
crore (US$ 270 million) in the previous year.
(US$ 2.8 billion) as on March 31, 2018. The number of policies
sold during the year was approximately 2.1 lakh. The distribution As of March 31, 2020, Reliance Home Finance Limited (RHF)
network stood at 717 branches and over 63,000 active advisors had Assets Under Management (including securitised portfolio)
at the end of March 2020. of ` 14,713 crore (US$ 2.0 billion) as against ` 18,868 crore
(US$ 2.6 billion) as on March 31, 2019. RHF’s Total Income for
Reliance Asset Reconstruction the year ended March 31, 2020, was at ` 1,603 crore (US$
Reliance Asset Reconstruction Company Limited (RARC) is in the 223 million), as against ` 2,003 crore (US$ 278 million) for the
business of acquisition, management and resolution of distressed previous year. As on March 31, 2020, RHF’s outstanding loan
debt / assets. The focus of this business continues to be on the book was ` 13,961 crore (US$ 1.9 billion) as against ` 16,355
distressed assets in the SME and retail segments. The Assets Under crore (US$ 2.3 billion). RHF reported a loss of ` 375 crore (US$
Management as on March 31, 2020, rose to ` 2,023 crore (US$ 54 million) for the year ended March 31, 2020 as against profit
281 million) as against ` 2,113 crore (US$ 293 million) as on of ` 67 crore (US$ 10 million) in the previous year.
March 31, 2019. Its own investment in NPAs stood at ` 306 Since the last financial year, due to sudden adverse developments in
crore (US$ 43 million) as on March 31, 2020 as against ` 313 the financial sector, all categories of lenders in India have put near
crore (US$ 43 million) as on March 31, 2019. complete freeze on additional lending to Non-Banking Financial
Broking and Distribution business Companies (NBFCs) and Housing Finance Companies (HFCs) and
have been insisting for reducing the existing level of borrowings
Reliance Capital’s broking business is carried out by its subsidiary viz. which has severely impacted the financial flexibility of majority
Reliance Securities Limited, one of the leading retail broking houses of NBFCs & HFCs. These developments have adversely impacted
in India that provides customers with access to equities, equity both RCF and RHF resulting into temporary liquidity mismatch.
options and wealth management solutions. The focus is on the key
19
Reliance Capital Limited
RCF and RHF have taken steps to meet such temporary liquidity have been prescribed to ensure diversifying risks and to avoid
mismatch by securitisation of its loan portfolio. The lenders RCF concentration risk. Cross references to credit bureau data are made
and RHF have entered into an Inter-Creditor Agreement (ICA) to assess the credit behaviour of the prospective customers. These
for the resolution of debt in accordance with the circular dated are impacted by economic and market changes and government
June 7, 2019 issued by the Reserve Bank of India on Prudential policies. Company has put in place monitoring mechanisms
Framework for Resolution of Stressed Assets. Both RCF and RHF commensurate with nature and volume of activities. Any early
are continuously engaged with its Lenders for their Debt resolution. signal of default is addressed on priority to minimize/ prevent credit
RCF and RHF are confident of implementing the Resolution Plan loss. The company has adopted the IND-AS during the financial
during current fiscal. 2018-19 for identification of Expected Credit Losses (ECL) and
provision thereof. Regular portfolio risk analysis is done on various
Risks and Concerns
financial and policy parameters for making required changes in
RCL has exposures in various line of business through its subsidiaries the credit policy as a proactive approach to risk management.
and associate entities. RCL, its subsidiaries and associates are The Indian financial services industry is highly competitive with
exposed to specific risks that are particular to their respective the experience and market knowledge the Company has gained
businesses and the environments within which they operate, over the years in the lending and investment business and are
including market risk, competition risk, credit risk, liquidity and well placed to be the preferred provider of asset-based finance
interest rate risk, human resource risk, operational risk, information in coming years.
security risks, regulatory risk and macro-economic risks. The level
RCL had transformed itself into a Core Investment Company (CIC)
and degree of each risk varies depending upon the nature of
and obtained the Certificate of Registration as a CIC. In view of this
activity undertaken by them.
the investments and lending of the company have been restricted
Market risk to and within the Group companies.
The Company has quoted investments which are exposed to Liquidity and Interest Rate Risk
fluctuations in stock prices. Similarly, the Company has also raised
The Company along with its subsidiaries is exposed to liquidity
funds through issue of Market Linked Debentures, whose returns
risk principally, because of lending and investment for periods
are linked to relevant underlying market instruments or indices. RCL
which may differ from those of its funding sources. Treasury teams
continuously monitors market exposure for both equity and debt
actively manage asset liability positions in accordance with the
and, in appropriate cases, also uses various derivative instruments
overall guidelines laid down by various regulators in the Asset
as a hedging mechanism to limit volatility.
Liability Management (ALM) framework. The Company may be
Competition risk impacted by volatility in interest rates in India which could cause
The financial sector industry is becoming increasingly competitive its margins to decline and profitability to shrink. The success of
and the Company’s growth will depend on its ability to compete the Company’s business depends significantly on interest income
effectively. The Company’s main competitors are Indian Non- from its operations. It is exposed to interest rate risk, both as a
Banking Financial Companies / Core investment Companies, result of lending at fixed interest rates and for reset periods which
commercial banks, life and non-life insurance companies, both may differ from those of its funding sources. Interest rates are
in the public and private sector, broking houses, mortgage lenders, highly sensitive to many factors beyond the Company’s control,
depository participants and other financial services providers. including the monetary policies of the RBI, deregulation of the
Further liberalization of the Indian financial sector could lead to financial sector in India, domestic and international economic and
a greater presence or entry of new foreign banks and financial political conditions and, inflation. As a result, interest rates in India
services companies offering a wider range of products and services. have historically experienced a relatively high degree of volatility.
This could significantly toughen our competitive environment. The The Company seeks to match its interest rate positions of assets
Company’s brand image, wide distribution network, diversified and liabilities to minimize interest rate risk. However, there can
product offering and quality of management place it in a strong be no assurance that significant interest rate movements will not
position to deal with competition effectively. have an adverse effect on its financial position.
Credit risk The credit rating of the Company was downgraded to ‘D’ in
Credit risk is a risk arising out of default or failure on the part of September 2019, this rating downgrade has initiated acceleration,
borrowers or investee entities in meeting their financial obligations of various facilities and consequential demands for immediate
towards repayment of loans or investment instruments debt / payment of amounts that were otherwise due and payable in a
credit such as debentures, commercial papers, PTCs etc. Thus, phased manner over the next 8 years till March 2028. The company
credit risk is a loss as a result of non-recovery of funds both on is in the process of finalising Debenture Holder Resolution plan
principal and interest counts. This risk is comprehensively addressed for repayment of debt obligation through monetisation of assets
both at the strategic level and at the client level. There is a robust As stated in Credit risk, being a CIC, all the lending and investments
governance framework with risk oversight being provided by the of Reliance Capital Limited are within group companies. Thus, the
Risk Management. Stringent standards have been stipulated for liquidity position of the company also depends upon the realisation
customer identification and evaluation of credit proposals. Critical and monetisation of its group exposures
underwriting activities are automated. Appropriate delegation and
Human resource risk
deviation grids have been put in place. Each credit proposal is
evaluated on various lending parameters both in qualitative and The Company’s success depends largely upon the quality and
quantitative terms. Proper security, industry norms and ceilings competence of its management team and key personnel.
20
Reliance Capital Limited
Attracting and retaining talented professionals is therefore a key including asset classifications and prescribed levels of capital
element of the Company’s strategy and a significant source of adequacy, solvency requirements and liquid assets. There may be
competitive advantage. While the Company has a salary and future changes in the regulatory system or in the enforcement of
incentive structure designed to encourage employee retention, a the laws and regulations that could adversely affect the Company’s
failure to attract and retain talented professionals, or the resignation performance.
or loss of key management personnel, may have an impact on
Macro-economic risk
the Company’s business, its future financial performance and the
results of its operations. Any slowdown in economic growth in India could cause the
business of the Company to suffer. Any slowdown in the Indian
Operational risk
economy, and in the demand for housing and infrastructure, could
The Company may encounter operational and control difficulties adversely affect the Company’s business. Similarly, any sustained
when undertaking its financial activities. The rapid development volatility in global commodity prices, including a significant increase
and establishment of financial services businesses in new markets in the prices of oil and petroleum products, could once again spark
may raise unanticipated operational or control risks. Such risks off a new inflationary cycle, thereby curtailing the purchasing
could have a materially adverse effect on the Company’s financial power of the consumers. RCL manages these risks by maintaining
position and the results of its operations. a conservative financial profile and following prudent business and
The operations of the Company have been extensively automated risk management practices.
which minimizes the operational risk arising out of human errors Internal Control
and omissions. A robust system of internal controls is practiced
The Company maintains a system of internal controls designed to
ensuring that all its assets are safeguarded and protected against
provide a high degree of assurance regarding the effectiveness and
loss from unauthorised use or disposition and all its transactions
efficiency of operations, the adequacy of safeguards for assets,
are authorised, recorded and reported correctly. The respective
the reliability of financial controls, and compliance with applicable
Audit Committee of the Board periodically reviews the adequacy
laws and regulations.
of our internal controls. The Company has implemented SAP
systems across functions. With this initiative, along with other The organization is well structured, and the policy guidelines are
key systems and checks and balances established, we believe that well documented with pre-defined authority. The Company has
our overall control environment has been enhanced. The Company also implemented suitable controls to ensure that all resources are
is relentlessly focused on quality parameters and has a dedicated utilized optimally, financial transactions are reported with accuracy
quality team to proactively identify and address operational issues. and there is strict adherence to applicable laws and regulations.
The mandate of the quality team is also to work closely with
The Company has put in place adequate systems to ensure that
various business teams to bring about operational efficiencies and
assets are safeguarded against loss from unauthorised use or
effectiveness through Six Sigma initiatives. It is pertinent to note
disposition and that transactions are authorised, recorded and
that Reliance Nippon Life Insurance, Reliance General Insurance,
reported. The Company also has an exhaustive budgetary control
Reliance Securities have obtained an ISO 9001:2008 certification.
system to monitor all expenditures against approved budgets on
They are among the few companies in their respective industries
an ongoing basis.
to be ISO certified.
The Company uses information technology extensively in its
Information security risk
operations for ensuring effective controls besides economy. It
The Company has robust Information Security Risk monitoring also helps the Company in providing accurate MIS and prompt
systems and tools to guard and protect sensitive customer data information / services to its customers and other stakeholders.
and guard against potential hackers and viruses. The Information The Company has implemented enhanced level of Information
Security team is governed by the Information Security Risk System Security controls with monitoring systems to address
Management Committee. Robust governance, controls and technology risks.
sophisticated technology is adopted across lines of business to
The Company has an independent internal audit function which
ward off cyber threats and protect information residing within the
continuously evaluates the adequacy of, and compliance with,
Company. The Information Security system is in alignment with
policies, plans, regulatory and statutory requirements. Risk based
the respective regulatory requirements.
approach is adopted while carrying out the audits. Internal audit
Information Security has been brought under the Enterprise Risk also evaluates and suggests improvement in effectiveness of
Management Framework to enhance data protection and ward risk management, control and governance process. The Audit
off cyber risks effectively, thereby making our overall Risk, Control Committee of the Board provides necessary oversight and
& Governance framework more robust. directions to the internal audit function and periodically reviews
Regulatory risk the findings and ensures corrective measures are taken.
• Increasing per-capita GDP medical services and, in Gujarat, over 200,000 people have
benefitted through medical camps
• Changing demographic profile of the country in favour of the
young • Free Health Check-up for employees who belong to the
age group of 40 years and above
Threats
• Financial & Digital Literacy for youth and women: Through
• Inflationary pressures, slowdown in policy making and
its home finance business, the company is supporting financial
reduction in household savings in financial products
and digital training for unemployed youth across 6 states.
• Competition from local and multinational players
• Payroll Giving program: Our employees have supported
• Execution risk the initiatives of “Give India” through their Payroll Giving
• Regulatory changes program. Many employees have enrolled under the Payroll
Giving program run by Give India, where a certain amount of
• Attraction and retention of human capital money is deducted from their salary every month and directed
Health Safety and Pandemic Risk towards the NGO & the cause chosen by the employee
In addition to serious implications for people’s health and the • Donate Blood: Gift Life! (Blood Donation Drive): Our blood
healthcare services, coronavirus (COVID-19) is having a significant donation drive was partnered by Kokilaben Dhirubhai Ambani
impact on the world-wide economy including India in terms of Hospital in Mumbai and other blood donation banks under
business growth and business models. The disruption has pushed the the India Red Cross Society outside Mumbai in which our
Financial sector to adopt digital model for sustenance and growth. employees participated
The company and its subsidiaries have been proactive enough • Protecting and supporting animal welfare: The company
to switch over to fully digital mode since the Covid-19 ensuring supports an animal welfare shelter in Mumbai that addresses
employees the best health safety measures and uninterrupted stray and abandoned animal rescue, encourages adoption
service to the stakeholders. However, the performance of the and foster care of abandoned strays.
company and its subsidiaries may be impacted in future because
of the lasting effect of this disruption on the economy • Awareness Raising Social Media Campaigns: The lines of
businesses under the company created several social media
Corporate Social Responsibility campaigns to raise awareness on social issues such as road
At Reliance Capital, as a socially responsible financial services safety and use of helmets, plastic pollution and sexual
conglomerate, we strive to improve the quality of life of the under- harassment during festivals such as Holi.
served sections of society, by focusing on Skill Development, The Company attaches utmost importance to safety standards at all
Education, Healthcare and Environment & Animal Welfare for the its installations. Necessary steps are regularly undertaken to ensure
service of the nation and the greater good of the communities the safety of employees and equipment. Both external and internal
in which we operate. safety audits are regularly conducted. Mock drills are conducted
The Company supports inclusive growth and equitable development to gauge emergency and crisis management preparedness. Our
through various training and development programmes for its Corporate headquarters in Mumbai has been awarded global
employees as well as its key stakeholders. certifications in Environmental Management, Occupational Health
& Safety and Facility management underlining our commitment
• Mobile Health Unit - As a part of our commitment to
to providing a safe, sustainable and world-class workplace to all
Do Good, we have “Healthcare” as one of our focus areas
our employees.
for our CSR initiatives. Our company supports two MHUs
in partnership with Deepak Foundation and AmeriCares Our corporate headquarters, Reliance Centre in Mumbai is now a
India Foundation The mobile units are providing health Certified Green Building as per the Green Existing Building Rating
care service in of the slums of Mumbai and in remote and System and has been awarded Gold by the Indian Green Building
underprivileged areas of Gujarat. In Mumbai, an estimated Council. It is one of only 5 buildings in Mumbai and 30 buildings
95,000 underserved people have been supported with across India to have achieved this unique certification
22
Reliance Capital Limited
23
Reliance Capital Limited
24
Reliance Capital Limited
Board and Attendance Board Meeting Audit Stakeholders Nomination and Risk
Committee at the last attended / Committee Relationship Remuneration Management
meetings of the AGM held on held attended / Committee Committee Committee
Company September 30, held attended / attended / held attended /
2019 held held
Total number of 7 5 3 3 3
meetings held
Directors Attendance
Mr. Anil D. Ambani Yes 5 of 7 N.A. N.A. N.A. N.A.
Ms. Chhaya Virani Yes 7 of 7 4 of 5 3 of 3 2 of 2 3 of 3
Mr. Rahul Sarin Yes 4 of 4 2 of 2 1 of 1 2 of 2 2 of 2
Dr. Thomas Mathew Yes 4 of 4 2 of 2 1 of 1 2 of 2 N.A.
Mr. A N Sethuraman N.A. 1 of 2 N.A. N.A. N.A. N.A.
Mr. Dhananjay Tiwari N.A. 1 of 1 1 of 1 N.A. N.A. N.A.
Mr. Rajendra P. Yes 3 of 3 3 of 3 N.A. 1 of 1 N.A.
Chitale
Dr. Bidhubhushan Yes 3 of 3 3 of 3 1 of 1 1 of 1 N.A.
Samal
Mr. V. N. Kaul Yes 2 of 3 3 of 3 N.A. N.A. 1 of 1
Mr. Amitabh Yes 3 of 3 3 of 3 1 of 1 1 of 1 N.A.
Jhunjhunwala
Ms. Ryna Karani N.A. 1 of 2 N.A. 1 of 1 1 of 1 N.A.
Mr. Anmol Ambani Yes 3 of 5 4 of 4 1 of 1 N.A. N.A.
25
Reliance Capital Limited
Corporate Governance Report
4.1 The details of directorships (calculated as per provisions of Section 165 of the Companies Act, 2013), committee chairmanships
and memberships held by the Directors as on March 31, 2020 were as under:
26
Reliance Capital Limited
Dr. Thomas Mathew, aged 64 years, holds a bachelor’s Life Insurance Company Limited. He does not hold any share
honours degree in arts from the University of Delhi and a in the Company as of March 31, 2020.
bachelor’s degree in law from Campus Law Centre-II, Faculty of Mr. A N Sethuraman, aged 68 years, holds Master’s degree
Law. He also holds a master’s degree in international relations, in economics. He has varied experience in major growth
a degree of Master of Philosophy, and a degree of Doctor of sectors of the Indian economy, including communications,
Philosophy from Jawaharlal Nehru University, New Delhi. He generation, transmission and distribution of renewable and
has experience of working with the Ministry of Finance and non-renewable sources of energy, infrastructure, roads,
the Ministry of Defence amongst other. He represented India metro rail systems, cement, financial services, education,
as the leader of the delegation in several conferences and health care, and media and entertainment. Currently, he is
meetings. He has addressed/presented papers in several fora Group President of Reliance Group, and handles corporate
including those in the United States Department of Defence and regulatory affairs. He also serves as a Director on the
and Stanford University, USA. He also spearheaded several Board of BSES Yamuna Power Limited, BSES Rajdhani Power
new reforms in the Ministry of Defence. He published scores Limited. He holds 2,204 shares in the Company as of
of articles, Opeds, etc. in leading newspapers like the Times March 31, 2020.
of India, Economic Times, The Indian Express, The Hindu, Mr. Dhananjay Tiwari, aged 51 years, holds bachelor’s
etc. He has also edited book on India-US Strategic Ties degree in Engineering (Mechanical) and is also an MBA.
contributing it lead chapter. As the Additional Secretary to the He has over 26 years of experience in the field of financial
13th President of India, Mr. Pranab Mukherjee, he authored service sector viz. Portfolio Management, Product Risk, Credit
two books, “The Winged Wonders of Rashtrapati Bhavan,” and Risk, Enterprise Risk Management, etc. Mr. Tiwari serves as a
“Abode Under the Dome.” These books were regularly Whole-time Director on the Board of Reliance Commercial
presented by the Indian President to the visiting Heads of Finance Limited. Prior to joining Reliance, he served as Chief
States and other world leaders who called on him. He is also Risk Officer of Vistaar Financial Services Private Limited and
on the board of Reliance General Insurance Company Limited Senior Vice President with HDFC Bank Limited. Prior to HDFC
and Reliance Nippon Life Insurance Company Limited. He is a Bank Limited, he has also worked with Kotak Mahindra
member of Audit Committee, Nomination and Remuneration Group and GLFL. Mr. Dhananjay Tiwari is the member of
Committee, Corporate Social Responsibility (CSR) Committee Audit Committee of the Company. He is also a member
and Stakeholders Relationship Committee of the Company. of the Audit Committee of Reliance Commercial Finance
He is also a member of Audit Committee of Reliance Limited. He does not hold any shares in the Company as on
General Insurance Company Limited and Reliance Nippon March 31, 2020.
Core skills / Mr. Anil D. Ms. Chhaya Mr. Rahul Dr. Thomas Mr. A N Mr. Dhananjay
competencies / Ambani Virani Sarin Mathew Sethuraman Tiwari
expertise
Leadership / • • • • • •
Operational
experience
Strategic Planning • • • • • •
Sector / Industry • • • • • •
Knowledge &
Experience,
Research &
Development and
Innovation
Technology • • • • • •
Financial, Regulatory • • • • • •
/ Legal & Risk
Management
Corporate • • • • • •
Governance
27
Reliance Capital Limited
7. Directorships in other listed entities 2. Recommendation for appointment, remuneration and terms
The details of directorships held by the Directors in other of appointment of auditors of the Company;
entities whose securities are listed as on March 31, 2020 3. Approval of payment to statutory auditors for any other
are as follows: services rendered by the statutory auditors;
Name of Names of listed Category 4. Reviewing, with the management, the annual financial
Director entities statements and auditor’s report thereon before submission
to the Board for approval, with particular reference to:
Mr. Anil D. Reliance Promoter,
Ambani Infrastructure Non-Executive a. matters required to be included in the Directors’
Limited and Non- Responsibility Statement to be included in the Board’s
Independent report in terms of clause (c) of sub-section 3 of Section
Director 134 of the Companies Act, 2013
Reliance Power Promoter, b. changes, if any, in accounting policies and practices and
Limited Non-Executive reasons for the same.
and Non- c. major accounting entries involving estimates based on
Independent
the exercise of judgment by management
Director
d. significant adjustments made in the financial statements
Mr. A N - -
arising out of audit findings
Sethuraman
e. compliance with listing and other legal requirements
Ms. Chhaya Reliance Home Non-Executive
Virani Finance Limited and Independent relating to financial statements
Director f. disclosure of any related party transactions
Reliance General Non-Executive g. qualifications in the draft audit report
Insurance and Independent 5. Reviewing, with the management, the quarterly financial
Company Limited Director statements before submission to the Board for approval;
Dr. Thomas Reliance General Non-Executive 6. Reviewing, with the management, the statement of uses
Mathew Insurance and Independent / application of funds raised through an issue (public issue,
Company Limited Director
rights issue, preferential issue, etc.), the statement of funds
Mr. Rahul Sarin Reliance General Non-Executive utilized for purposes other than those stated in the offer
Insurance and Independent document / prospectus / notice and the report submitted
Company Limited Director by the monitoring agency monitoring the utilisation of
Mr. Dhananjay Reliance Whole-time proceeds of a public or rights issue, and making appropriate
Tiwari Commercial Director recommendations to the Board to take up steps in this matter;
Finance Limited 7. Review and monitor the auditor’s independence and
8. Insurance coverage performance, and effectiveness of audit process;
The Company has obtained Directors’ and Officers’ liability 8. Subject to and conditional upon the approval of the Board
insurance coverage in respect of any legal action that might of Directors, approval of Related Party Transactions (RPTs)
be initiated against directors / officers of the Company and or subsequent modifications thereto. Such approval can be in
its subsidiary companies. the form of omnibus approval of RPT subject to conditions
II. Audit Committee not inconsistent with the conditions specified in Regulation
23(2) and Regulation 23(3) of the Listing Regulations. Such
The Company has an Audit Committee. The composition and
approval shall not be required for transactions with a wholly
terms of reference of Audit Committee are in compliance with the
owned subsidiary whose accounts are consolidated with the
provisions of Section 177 of the Companies Act, 2013, Listing
Company;
Regulations, Guidelines on Corporate Governance issued by the
Reserve Bank of India and other applicable laws. The Committee 9. Subject to review by the Board of Directors, review on
was re-constituted during the year and presently comprises of quarterly basis, of RPTs entered into by the Company pursuant
three Independent non-executive Directors of the Company viz. to each omnibus approval given pursuant to (8) above;
Ms. Chhaya Virani as Chairperson, Dr. Thomas Mathew, Mr. Rahul 10. Scrutiny of inter-corporate loans and investments;
Sarin and Director & Chief Executive Officer of the Company, 11. Valuation of undertakings or assets of the Company, wherever
Mr. Dhananjay Tiwari as Members. All the Members of the it is necessary;
Committee possess financial / accounting expertise / exposure.
12. Review the Company’s established system and processes of
The Audit Committee, inter alia, advises the management on internal financial controls and risk management systems;
the areas where systems, processes, measures for controlling and
monitoring revenue assurance, internal audit and risk management 13. Reviewing, with the management, performance of statutory
can be improved. and internal auditors, adequacy of the internal control
systems;
The terms of reference, inter alia, comprises the following:
14. Reviewing the adequacy of internal audit function, if any,
1. Oversight of the Company’s financial reporting process and including the structure of the internal audit department,
the disclosure of its financial information to ensure that the staffing and seniority of the official heading the department,
financial statement is correct, sufficient and credible; reporting structure coverage and frequency of internal audit;
28
Reliance Capital Limited
15. Discussion with internal auditors of any significant findings The Audit Committee shall mandatorily review the following
and follow up there on; information:
16. Reviewing the findings of any internal investigations by the 1. Management discussion and analysis of financial condition
internal auditors into matters where there is suspected fraud and results of operations;
or irregularity or a failure of internal control systems of a 2. Statement of significant related party transactions (as defined
material nature and reporting the matter to the Board; by the Audit Committee), submitted by management;
17. Discussion with statutory auditors before the audit 3. Management letters / letters of internal control weaknesses
commences, about the nature and scope of audit as well issued by the statutory auditors;
as post-audit discussion to ascertain any area of concern;
4. Internal audit reports relating to internal control weaknesses;
18. To look into the reasons for substantial defaults in the payment
to the depositors, debenture holders, shareholders (in case 5. The appointment, removal and terms of remuneration of the
of non-payment of declared dividends) and creditors; chief internal auditor shall be subject to review by the Audit
Committee; and
19. To review the functioning of the Whistle Blower mechanism;
6. Statement of deviations:
20. Approval of appointment of CFO (i.e. the whole-time Finance
Director or any other person heading the finance function or a) quarterly statement of deviation(s) including report of
discharging that function) after assessing the qualifications, monitoring agency, if applicable, submitted to stock
experience and background, etc. of the candidate; exchange(s) in terms of Regulation 32(1) of the Listing
Regulations; and
21. Review of utilisation made by the subsidiary company out of
loans and / or advances / investment made by the holding b) annual statement of funds utilised for purposes other
company. The threshold will be applied in cases where the than those stated in the offer document / prospectus
aggregate amount exceeds `100 crore or 10% of the asset / notice in terms of Regulation 32(7) of the Listing
size of the subsidiary, whichever is lower & will include existing Regulations.
loans / advances / investments existing as on the date of Meetings of the Audit Committee held during 2019-20
coming into force of this provision; The Audit Committee held its meetings on June 12, 2019, June
22. To review and publish quarterly consolidated financial 25, 2019, August 14, 2019, October 25, 2019 and February
statements with a condition that at least eighty percent of 14, 2020. The maximum and minimum time gap between any
consolidated revenue, assets and profits should have been two meetings, during the year under review was 112 days and
audited or reviewed; 13 days, respectively. The details of attendance of Committee
23. To disclose in the last quarter of the financial year, any material members are given in this Report.
adjustments made which relate to earlier period will have to The Chairperson of the Audit Committee was present at the last
be disclosed. Further, cash flow statements to be made and Annual General Meeting of the Company.
disclosed as part of its standalone and consolidated financial The Audit Committee considered all the points in terms of its
results every six months; reference at periodic intervals.
24. Review of compliances as per the provisions of the Securities The Company Secretary acts as the Secretary to the Audit
and Exchange Board of India (Prohibition of Insider Trading) Committee.
Regulations, 2015, at least once in a financial year and shall
III. Nomination and Remuneration Committee
also verify that the systems for internal control are adequate
and are operating effectively; and The Company has a Nomination and Remuneration
Committee. The composition and terms of reference of
25. Carrying out any other function as is mentioned in the terms
Nomination and Remuneration Committee are in compliance
of reference of the Audit Committee.
with the provisions of Section 178 of the Companies Act, 2013,
Explanation (i): The term “related party transactions” shall have Listing Regulations, Guidelines on Corporate Governance issued
the same meaning as provided in Regulation 23 of the Listing by Reserve Bank of India, Securities and Exchange Board of India
Regulations. (Share Based Employees Benefits) Regulations, 2014, and other
The Audit Committee is also authorised to: applicable laws. The Committee was re-constituted during the
1. Investigate any activity within its terms of reference; year and presently comprises of three Independent directors viz.
Ms. Chhaya Virani as Chairperson, Dr. Thomas Mathew and Mr.
2. Obtain outside legal or other professional advice; Rahul Sarin as Members.
3. Have full access to information contained in the records of The Chairperson of the Nomination and Remuneration Committee
the Company; was present at the last Annual General Meeting of the Company.
4. Secure attendance of outsiders with relevant expertise, if it The Company Secretary acts as the Secretary to the Nomination
considers necessary; and Remuneration Committee.
5. Call for comments from the auditors about internal controls The terms of reference, inter alia, comprises the following:
systems and the scope of audit, including the observations
of the auditors; 1. To follow the process for selection and appointment of new
directors and succession plans;
6. Review financial statements before submission to the Board;
and 2. Recommend to the Board from time to time, a compensation
structure for Directors and the senior management personnel;
7. Discuss any related issues with the internal and statutory
auditors and the management of the Company. 3. Identifying persons who are qualified to be appointed as
Directors and who may be appointed in senior management
29
Reliance Capital Limited
in accordance with the criteria laid down and to recommend c. Pursuant to the limits approved by the Board, all
their appointment and / or removal to the Board; non-executive directors, were paid sitting fees of ` 40,000
4. Formulation of the criteria for evaluation of performance (excluding goods and services tax) for attending each meeting
of Independent Directors, the Board and the Committee(s) of the Board and its Committee(s).
thereof; d. No remuneration by way of commission to the non-
5. To assess whether to extend or continue the term of executive directors was paid for the financial year
appointment of the Independent Directors, on the basis of the 2018-19.
report of performance evaluation of Independent Directors; Mr. Anmol Ambani ceased to be Executive Director of the
6. Devising a policy on Board diversity; Company w.e.f. December 10, 2019, was paid remuneration of
` 80.11 lakh, in terms of the approval granted by the Shareholders
7. Performing functions relating to all share based employees vide resolution passed at the Annual General Meeting held on
benefits; September 27, 2016.
8. Formulation of the criteria for determining qualifications, Mr. Dhananjay Tiwari, Chief Executive Officer of the Company
positive attributes and independence of a director and was appointed as Director w.e.f. January 21, 2020 & is paid Nil
recommend to the Board of Directors a policy relating to, remuneration.
the remuneration of the Directors, Key Managerial Personnel
and other employees; and Employee Stock Option Scheme
9. Recommending to the Board, all remunerations, in whatever Our Employee Stock Option Scheme (the “Scheme”) has been
form, payable to Senior Management of the Company. implemented by the Company to the eligible employees based
on specified criteria.
Policy on appointment and remuneration for Directors, Key
Managerial Personnel and Senior Management Employees has The Plans are prepared in due compliance of the Scheme, Securities
been provided as an Annexure to the Directors’ Report. and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 and other
The Nomination and Remuneration Committee held its meetings applicable laws, which were in compliance with the requirements
on August 14, 2019, October 25, 2019 and January 21, 2020. of Securities and Exchange Board of India (Share Based Employee
which were attended by all the Committee Members. The Benefits) Regulations, 2014.
maximum time gap between any two meetings during the year
under review was 88 days and the minimum gap was 72 days. IV. Stakeholders Relationship Committee
The details of attendance of Committee members are given in The Company has a Stakeholders Relationship Committee. The
this Report. composition and terms of reference of Stakeholders Relationship
Criteria for making payments to non-executive directors Committee are in compliance with the provisions of Section
178 of the Companies Act, 2013, Listing Regulations and other
The remuneration to non-executive directors is benchmarked with applicable laws. The Committee was re-constituted during the
the relevant market, performance oriented, balanced between year and presently comprises of three Independent directors viz.
financial and sectoral market, based on comparative scales, Ms. Chhaya Virani as Chairperson, Dr. Thomas Mathew and Mr.
aligned to corporate goals, role assumed and number of meetings Rahul Sarin as Members.
attended.
The terms of reference, inter alia, comprises the following:
Details of sitting fees paid to the Non-Executive Directors
during the Financial Year ended March 31, 2020. i. Resolving the grievances of the security holders of the
(` in lakh) Company including complaints related to transfer /
transmission of shares, non-receipt of annual report, non-
Directors Sitting Fees receipt of declared dividends, issue of new / duplicate
certificates, general meetings, etc;
Mr. Anil D. Ambani 2.00
ii. Reviewing the measures taken for effective exercise of voting
Ms. Chhaya Virani 7.60 rights by shareholders;
Mr. Rahul Sarin 4.40 iii. Reviewing the service standards adopted by the Company in
respect of various services being rendered by the Registrar &
Dr. Thomas Mathew 3.60
Transfer Agent; and
Mr. A N Sethuraman 0.40 iv. Review the various measures and initiatives taken by the
Mr. Amitabh Jhunjhunwala 3.20 Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants / annual
Mr. Rajendra P. Chitale 2.80 reports / statutory notices by the shareholders of the
Dr. Bidhubhusan Samal 3.20 Company.
Mr. V. N. Kaul 2.40 The Stakeholders Relationship Committee held its meetings
on August 14, 2019, October 25, 2019 and February 14,
Ms. Ryna Karani 1.20 2020. The maximum time gap between any two meetings
Notes: during the year under review was 112 days and the minimum
gap was 72 days. The details of attendance of Committee
a. There were no other pecuniary relationships or transactions members are given in this Report.
of non-executive directors vis-à-vis the Company.
The Chairperson of the Stakeholders Relationship Committee
b. The Company has so far not issued any stock options to its was present at the last Annual General Meeting of the
non-executive directors. Company.
30
Reliance Capital Limited
The Company Secretary acts as the Secretary to the The minutes of the meetings of all the Committee(s) of the
Stakeholders Relationship Committee. Board of Directors are placed before the Board.
V. Compliance Officer During the year, the Board has accepted all the
Mr. Atul Tandon, Company Secretary is the Compliance Officer recommendations of all the Committee(s).
for complying with the requirements of various provisions of VIII. General Body Meetings
Law, Rules, Regulations applicable to the Company including A. Annual General Meetings
SEBI Regulations and the Uniform Listing Agreements
The Company held its last three Annual General Meetings
executed with the Stock Exchanges.
(AGM) as under:
VI. Corporate Social Responsibility (CSR) Committee
The Company has a Corporate Social Responsibility (CSR) Financial Date and Whether Special
Committee. The composition and terms of reference of CSR Year Time Resolution passed or not
Committee are in compliance with the provisions of Section 2018-19 September Yes,
135 of the Companies Act, 2013 and other applicable 30, 2019
laws. The Committee was re-constituted during the year Continuation of Ms. Chhaya
10:00 A.M Virani as an Independent
and presently comprises of Ms. Chhaya Virani as Chairperson,
Mr. Rahul Sarin and Dr. Thomas Mathew as Members. The Director, Private Placement
Committee’s prime responsibility is to assist the Board in of Non-Convertible
discharging its social responsibilities by way of formulating and Debentures and / or other
monitoring implementation of the framework of ‘Corporate Debt Securities for re-
Social Responsibility Policy’. financing of existing debts,
Sale / disposal of asset(s)
The CSR Committee has formulated a CSR policy indicating
/ undertaking(s) of the
the activities to be undertaken by the Company. During
Company, its subsidiaries,
the year, no meeting of the CSR Committee was held. The
associates and joint ventures
Company Secretary acts as the Secretary to the Corporate
Social Responsibility (CSR) Committee. 2017-18 September Yes,
VII. Risk Management Committee 18, 2018 Continuation of
1:15 P.M Dr. Bidhubhusan Samal
The Company has a Risk Management Committee. The
composition and terms of reference of Risk Management as an Independent
Committee are in compliance with the provisions of the Director, Continuation of
Listing Regulations and Guidelines on Corporate Governance Mr. V. N. Kaul as an
issued by the Reserve Bank of India. The Committee was Independent Director,
re-constituted during the year and presently comprises of Private Placement of Non-
two independent directors viz. Mr. Rahul Sarin as Chairman Convertible Debentures and
and Ms. Chhaya Virani as Member. / or other Debt Securities,
Approval of Qualified
The Committee is authorised to discharge its responsibilities Institutional Placement
as follows: (“QIPs”)
1. Overseeing and approving the risk management, internal
compliance and control policies and procedures of the 2016-17 September Yes,
Company; 26, 2017 Adoption of new Articles of
10:00 A.M Association of the Company,
2. Overseeing the design and implementation of the risk
management and internal control systems (including Private Placement of Non-
reporting and internal audit systems), in conjunction Convertible Debentures and
with existing business processes and systems, to manage / or other Debt Securities,
the Company’s material business risks; Approval of Qualified
3. Review and monitor the risk management plan, cyber Institutional Placement
security and related risks; (“QIPs”)
4. Setting reporting guidelines for management; The Annual General Meetings for the financial year
2016-17 and 2017-18 were held at Birla Matushri Sabhagar,
5. Establishing policies for the monitoring and evaluation
19, New Marine Lines, Mumbai 400 020 and for the year
of risk management systems to assess the effectiveness
2018-19 was held at Rama & Sundri Watumull Auditorium,
of those systems in minimizing risks that may impact
Vidyasagar, Principal K. M. Kundnani Chowk, 124,
adversely on the business objectives of the Company;
DinshawWachha Road, Churchgate, Mumbai 400 020.
6. Oversight of internal systems to evaluate compliance
B. Extra-ordinary General Meeting
with corporate policies;
7. Providing guidance to the Board on making the During the year, there was no Extra-Ordinary General Meeting
Company’s risk management policies; and held by the Company.
8. Monitoring the subsidiary companies. C. Any other Meeting
During the year, the Risk Management Committee held During the year, a meeting of Debenture Holders of the
its meetings on August 14, 2019, October 25, 2019 and Company was held on Friday, January 17, 2020 at 4:00
February 14, 2020. The details of attendance of Committee P.M., which was adjourned and held on Thursday, January
members are given in this Report. 30, 2020 at 4:00 P.M. and resolution was passed approving
constitution of Committee of Debenture Holders.
31
Reliance Capital Limited
32
Reliance Capital Limited
33
Reliance Capital Limited
Window for dealing in the securities of the Company by the XVIII.Disclosure in relation to the Sexual Harassment of Women
designated persons shall remain closed during the period at Workplace (Prevention, Prohibition and Redressal) Act,
from end of every quarter / year till the expiry of 48 hours 2013
from the declaration of quarterly / yearly financial results of As reported by the Internal Complaints Committee, the
the Company. disclosure is as under:
XVI. Compliance of Regulation 34(3) and Para F of Schedule
V of the Listing Regulations Sr. Particulars Details
As per Regulation 34(3) and Para F of Schedule V of the No
Listing Regulations, the details in respect of equity shares lying 1. Number of complaints filed during NIL
in ‘Reliance Capital Limited – Unclaimed Suspense Account’ the financial year
were as follows: 2. Number of complaints disposed off NIL
Particulars No. of No. of during the financial year
3. Number of complaints pending as NIL
shareholders shares
on end of the financial year
(i) Aggregate number of 2 469 29 773
shareholders and the XIX. Compliance with non-mandatory requirements
outstanding shares in the 1. The Board
suspense account lying at Our Chairman is a non-executive Chairman and is
April 1, 2019 entitled to maintain Chairman’s office at the Company’s
(ii) Number of shareholders - - expense and also allowed reimbursement of expenses
who approached listed incurred in performance of his duties.
entity for transfer of shares 2. Audit qualifications
from suspense account There are no audit qualifications on the standalone
during April 1, 2019 to financial statements of the Company for the year
March 31, 2020 2019-20.
(iii)
Number of shareholders - - 3. Separate posts of Chairman and CEO
to whom shares were The Company appointed Mr. Dhananjay Tiwari as
transferred from suspense Director & Chief Executive Officer of the Company.
account during the April 1, Thus, Company maintains separate posts of Chairman
2019 to March 31, 2020 and CEO.
(iv) Number of Shares Transfer 2 068 25 369 4. Reporting of Internal Auditor
to IEPF The Internal Auditor reports directly to the Audit
(v) Aggregate number of 401 4 404 Committee of the Company.
shareholders and the XX. General shareholder information
outstanding shares in the The mandatory and various additional information of interest
suspense account lying at to investors are voluntarily furnished in a separate section on
March 31, 2020 investor information in this Annual Report.
The voting rights on the shares outstanding in the “Reliance Certificate from Company Secretary in Practice on
Capital Limited – Unclaimed Suspense Account” as on corporate governance
March 31, 2020 shall remain frozen till the rightful owner Certificate from Company Secretary in Practice on compliance
of such shares claims the share(s). of Regulation 34(3) of the Listing Regulations relating to
Wherever shareholders have claimed the share(s), after proper corporate governance is published in this Annual Report.
verifications, the share certificates were dispatched to them or Review of governance practices
share(s) were credited to the respective beneficiary account. We have in this Report attempted to present the
XVII.Fees to Statutory Auditors governance practices and principles being followed at
The details of fees paid to M/s. Pathak H.D. & Associates LLP, Reliance Capital, as evolved over a period, and as best suited
Chartered Accountants, Statutory Auditors and their network to the needs of our business and stakeholders.
entities by the Company and its subsidiaries during the year Our disclosures and governance practices are continually
ended March 31, 2020 are as follows: revisited, reviewed and revised to respond to the dynamic
(` in crore) needs of our business and ensure that our standards are at
par with the globally recognised practices of governance, so
Sr. Particulars 2019-20 as to meet the expectations of all our stakeholders.
No
1. Audit Fees* 1.19
2. Certification and other eimbursement 0.53
charges*
3. Total 1.72
* All the above figures are excluding Goods and Services Tax.
34
Reliance Capital Limited
Compliance of Corporate Governance requirements specified in Regulations 17 to 27 and Regulation 46(2)(b) to (i) of the
Listing Regulations
36
Reliance Capital Limited
Investor Information
Important points dated February 11, 2019, with a view to address the
Investors should hold securities in dematerialised form, as difficulties in transfer of shares, faced by non-residents
transfer of shares in physical form is no longer permissible. and foreign nationals, has decided to grant relaxations to
non-residents from the requirement to furnish PAN and
As mandated by SEBI, w.e.f. April 1, 2019, request for effecting permit them to transfer equity shares held by them in
transfer of securities shall not be processed unless the securities listed entities to their immediate relatives subject to the
are held in dematerialised form with a depository except for following conditions:
transmission and transposition of securities.
a. The relaxation shall only be available for transfers executed
Members are advised to dematerialise securities in the Company after January 1, 2016.
to facilitate transfer of securities.
b. The relaxation shall only be available to non-commercial
Holding securities in dematerialised form is beneficial to the transactions, i.e. transfer by way of gift among immediate
investors in the following manner: relatives.
• A safe and convenient way to hold securities; c. The non-resident shall provide copy of an alternate valid
• Elimination of risk(s) associated with physical certificates such document to ascertain identity as well as the non-resident
as bad delivery, fake securities, delays, thefts, etc.; status.
• Immediate transfer of securities; Non-Resident Indian members are requested to inform
• No stamp duty on electronic transfer of securities; KFin Technologies Private Limited (Kfintech), Company’s
Registrar and Transfer Agent immediately on the change
• Reduction in transaction cost;
in the residential status on return to India for permanent
• Reduction in paperwork involved in transfer of securities; settlement.
• No odd lot problem, even one share can be traded; Hold securities in consolidated form
• Availability of nomination facility; Investors holding shares in multiple folios are requested
• Ease in effecting change of address / bank account details to send the share certificates to the Registrar and Transfer
as change with Depository Participants (DPs) gets registered Agent and consolidate their holdings in single folio. Holding
with all companies in which investor holds securities of securities in one folio enables shareholders to monitor the
electronically; same with ease.
• Easier transmission of securities as the same is done by DPs Link for updating the PAN / Bank Details is provided on
for all securities in demat account; the website of the Company.
• Automatic credit in to demat account of shares, arising out Electronic Payment Services
of bonus / split / consolidation / merger / etc.; Investors should avail the Electronic Payment Services for payment
• Convenient method of consolidation of folios/accounts; of dividend as the same reduces risk attached to physical dividend
warrants. Some of the advantages of payment through electronic
• Holding investments in Equity, Debt Instruments, Government
credit services are as under:
securities, Mutual Fund Units etc. in a single account;
• Avoidance of frequent visits to banks for depositing the
• Ease of pledging of securities; and physical instruments;
• Ease in monitoring of portfolio. • Prompt credit to the bank account of the investor through
Members holding shares in physical mode: electronic clearing;
a. are required to submit their Permanent Account Number • Fraudulent encashment of warrants is avoided;
(PAN) and bank account details to the Company / KFintech, • Exposure to delays / loss in postal service avoided; and
if not registered with the Company as mandated by SEBI. • As there can be no loss in transit of warrants, issue of duplicate
b. are advised to register the nomination in respect of their warrants is avoided.
shareholding in the Company. Nomination Form (SH-13) is Printing of bank account numbers, names and addresses of
put on the Company’s website and can be accessed at link bank branches on dividend warrants provide protection against
http://www.reliancecapital.co.in/Download-Forms.aspx. fraudulent encashment of dividend warrants. Members are
c. are requested to register / update their e-mail address with requested to provide the same to the Company’s Registrar and
the Company / KFintech for receiving all communications Transfer Agent (RTA) for incorporation on their dividend warrants.
from the Company electronically. Register for SMS alert facility
Members holding shares in electronic mode: Investor should register with Depository Participants for the SMS
a. are requested to submit their PAN and bank account details alert facility. Both Depositories viz. National Securities Depository
to their respective DPs with whom they are maintaining their Limited (NSDL) and Central Depository Services (India) Limited
demat accounts. (CDSL) alert investors through SMS of the debits and credits in
b. are advised to contact their respective DPs for registering their demat account.
the nomination. Intimate mobile number
c. are requested to register / update their e-mail address with Shareholders are requested to intimate their mobile number and
their respective DPs for receiving all communications from changes therein, if any, to Company’s RTA viz. KFin Technologies
the Company electronically. Private Limited (KFintech), if shares are held in physical form
The Securities and Exchange Board of India vide its circular or to their DP if the holding is in electronic form, to receive
no. SEBI / HO / MIRSD / DOS3 / CIR / P / 2019 / 30 communications on corporate actions and other information of
the Company.
37
Reliance Capital Limited
Investor Information
Submit nomination form and avoid transmission hassle June 22, 2020. Further, the e-voting facility shall also be made
Nomination helps nominees to get the shares transmitted in their available to the shareholders present at the meeting through
favour without any hassles. Investors should get the nomination Video Conferencing and have not cast their vote on resolution
registered with the Company in case of physical holding and through remote e-voting.
with their Depository Participants in case shares are held in The Members who have cast their votes by remote e-voting prior
dematerialised form. to the Meeting may also attend the Meeting but shall not be
Form may be downloaded from the Company’s website, under entitled to cast their votes again at the Meeting.
the section ‘Investor Relations’. However, if shares are held in The Members shall refer to the detailed procedure on remote
dematerialised form, nomination has to be registered with the e-voting are given in the Notice and the e-voting instruction slip.
concerned Depository Participants directly, as per the form Financial year of the Company
prescribed by the Depository Participants.
The financial year of the Company is from April 1 to March 31
Deal only with SEBI registered intermediaries each year.
Investors should deal only with SEBI registered intermediaries so Website
that in case of deficiency of services, investor may take up the
The Company’s website www.reliancecapital.co.in contains a
matter with SEBI.
separate dedicated section called ‘Investor Relations’. It contains
Corporate benefits in electronic form comprehensive database of information of interest to our investors
Investor holding shares in physical form should opt for corporate including the financial results, annual reports, dividends declared,
benefits like bonus / split / consolidation / merger / etc. in any price sensitive information disclosed to the regulatory
electronic form by providing their demat account details to the authorities from time to time, business activities and the services
Company’s RTA. rendered / facilities extended to our investors.
Register e-mail address Dedicated e-mail id for investors
Investors should register their e-mail address with the Company For the convenience of our investors, the Company has designated
/ Depository Participants. This will help them in receiving all an e-mail id i.e. rcl.investor@relianceada.com for investors.
communication from the Company electronically at their e-mail Registrar and Transfer Agent (RTA)
address. This also avoids delay in receiving communications from KFin Technologies Private Limited
the Company. Prescribed form for registration may please be
downloaded from the Company’s website. Unit: Reliance Capital Limited
Selenium Building, Tower – B
Course of action for revalidation of dividend warrant for previous
years Plot No. 31 & 32,
Financial District, Nanakramguda
Shareholders may write to the Company’s RTA, furnishing the
particulars of the dividend not received, and quoting the folio Hyderabad, Telangana 500 032
number / DP ID and Client ID particulars (in case of dematerialised Toll free no. (India): 1800 4250 999
shares), as the case may be and provide bank details along with Tel.: +91 40 6716 1500
cancelled cheque bearing the name of the shareholder for updation Fax: +91 40 6716 1791
of bank details and payment of unpaid dividend. The RTA would E-mail: rclinvestor@kfintech.com
request the concerned shareholder to execute an indemnity before Website: www.kfintech.com
processing the request. As per circular dated April 20, 2018 issued
Karvy Fintech Private Limited, the Registrar and Transfer Agent of
by SEBI, the unencashed dividend can be remitted by electronic
the Company has changed its name to KFin Technologies Private
transfer only and no duplicate dividend warrants will be issued by
Limited with effect from December 5, 2019.
the Company. The shareholders are advised to register their bank
details with the Company / RTA or their DPs, as the case may be, Dividend
to claim unencashed dividend from the Company. The Board of Directors of the Company has not recommended
Facility for a Basic Services Demat Account (BSDA) any dividend for the financial year 2019-20.
SEBI has stated that all the depository participants shall make Unclaimed dividends
available a BSDA for the shareholders unless otherwise opted for The provisions of Sections 124 and 125 on unclaimed dividend and
regular demat account with (a) No Annual Maintenance charges if Investor Education and Protection Fund (IEPF) under the Act and
the value of holding is upto ` 50,000; and (b) Annual Maintenance the Investor Education and Protection Fund Authority (Accounting,
charges not exceeding ` 100 for value of holding from ` 50,001 Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) have come
to ` 2,00,000. (Refer circular CIR/MRD/ DP/22/2012 dated into force with effect from September 7, 2016.
August 27, 2012 and circular CIR/MRD/ DP/20/2015 dated The Company has transferred the dividend for the year 1996-97
December 11, 2015). to 2011-12 and Special Interim Dividend 2012 (SID 2012)
Annual General Meeting remaining unclaimed for seven years from the date of declaration
The 34th Annual General Meeting (AGM) will be held on Tuesday, to IEPF.
June 23, 2020 at 12:00 noon (IST), through Video Conferencing During the year under review, the Company has transferred `
(VC) / Other Audio Visual Means (OAVM). 3,72,95,252/- from the unclaimed dividend account 2011-12
E-voting and SID 2012 to IEPF pursuant to the provisions of the Companies
Act, 2013. Unclaimed dividend amount of ` 7,78,436.50/- has
The Members can cast their vote online through remote
been retained in the unpaid dividend account 2011-12 and SID
e-voting from 10:00 A.M. on June 19, 2020 to 5:00 P.M. on
2012 on account of pending legal cases.
38
Reliance Capital Limited
Investor Information
During the year, the Company has transferred to the IEPF Authority Registrar and Transfer Agent, KFin Technologies Private Limited
1,40,496 equity shares of `10 each in respect of which dividend immediately.
had remained unpaid or unclaimed for seven consecutive years The Company shall transfer to IEPF within the stipulated period
or more as on the due date of transfer, i.e. November 2, 2019. (a) the unpaid or unclaimed dividend for the financial year 2012-
During the year, IEPF Authority have released 1,786 equity shares 13; (b) the shares on which dividend has not been claimed or
against various claims received from the shareholders. encashed for last seven consecutive years or more.
Details of shares transferred to the IEPF Authority are available The Company has individually communicated to the concerned
on the website of the Company and the same can be accessed shareholders whose shares are liable to be transferred to the
through the link: http://www.reliancecapital.co.in/Details-of- IEPF, to enable them to take appropriate action for claiming the
equity-shares-transferred-to-IEPF.aspx. The said details have also unclaimed dividends and shares, if any, by due date, failing which
been uploaded on the website of the IEPF Authority and the same the Company would transfer the aforesaid shares to the IEPF as
can be accessed through the link: www.iepf.gov.in. per the procedure set out in the Rules.
The dividend and other benefits, if any, for the following years Members are requested to note that no claims shall lie against the
remaining unclaimed for seven years from the date of declaration Company in respect of their shares or the amounts so transferred
are required to be transferred by the Company to IEPF and the to IEPF and no payment shall be made in respect of any such
various dates for transfer of such amount are as under: claim. Any shareholder whose shares and unclaimed dividends
Financial year Dividend Date of Due for Amount lying and sale proceeds of fractional shares has been transferred
ended per share declaration transfer on in the unpaid to the Fund, may claim the shares or apply for claiming the
(`) dividend dividend transferred to IEPF by making an application in Form
account IEPF 5 available on the website www.iepf.gov.in along with the
(in `) applicable fee.
31-03-2013 8.00 27-08-2013 26-09-2020 2 52 10 528
The Company has uploaded the details of unpaid and unclaimed
31-03-2014 8.50 30-09-2014 29-10-2021 2 61 70 038 amounts lying with the Company as on September 30, 2019
31-03-2015 9.00 30-09-2015 29-10-2022 2 87 20 386 (date of last Annual General Meeting) and the details of such
31-03-2016 10.00 27-09-2016 26-10-2023 3 37 61 835 shareholders and shares due for transfer on the website of the
31-03-2017 10.50 26-09-2017 25-10-2024 3 72 49 086 Company, as also on the website of the Ministry of Corporate
31-03-2018 11.00 18-09-2018 17-10-2025 2 74 48 135
Affairs.
The voting rights on the shares transferred to IEPF Authority shall
Members who have so far not encashed dividend warrants for
remain frozen till the rightful owner claims the shares.
the aforesaid years are requested to approach the Company’s
Number of shares Number of shareholders Total shares as on Number of shareholders Total shares as on
as on 31.03.2020 31.03.2020 as on 31.03.2019 31.03.2019
Number % Number % Number % Number %
Upto 500 7 31 586 94.69 3 08 32 262 12.20 7 32 206 98.35 2 43 28 729 9.63
501 to 5000 36 164 4.68 5 44 12 460 21.53 11 422 1.53 1 37 25 791 5.43
5001 to 100000 4 758 0.62 6 97 26 469 27.59 735 0.10 1 30 59 198 5.17
Above 100000 106 0.01 9 77 37 711 38.68 114 0.02 20 15 95 184 79.77
Total 7 72 614 100.00 25 27 08 902 100.00 7 44 477 100.00 25 27 08 902 100.00
39
Reliance Capital Limited
Investor Information
40
Reliance Capital Limited
Investor Information
41
Reliance Capital Limited
Investor Information
42
Reliance Capital Limited
Investor Information
Payment of listing fees stock exchanges where the securities of the Company are listed
Annual listing fee for the year 2020-21 shall be paid in due course within 30 days of the end of each quarter and the certificate is
by the Company to the stock exchanges. also placed before the Board of Directors of the Company.
As per the National Stock Exchange of India Limited (NSE) Circular Investors’ correspondence may be addressed to the Registrar
Ref. No.09/2020 dated April 30, 2020, NSE has extended the and Transfer Agent of the Company
due date of payment for the Annual Listing Fees for F.Y. 2020-21. Shareholders/ Investors are requested to forward documents
Payment of depository fees related to share transfer, dematerialisation requests (through
their respective Depository Participant) and other related
Annual custody/ issuer fee for the year 2020-21 shall be paid in correspondences directly to KFin Technologies Private Limited at
due course by the Company to NSDL and CDSL. the below mentioned address for speedy response:
Share price performance in comparison to broad based indices- KFin Technologies Private Limited
Sensex BSE and Nifty NSE
Unit: Reliance Capital Limited
RCL Sensex BSE Nifty NSE Selenium Building, Tower - B
% % % Plot No. 31 & 32,
Financial District, Nanakramguda
F.Y. 2019-20 (97.80) (23.80) (26.03)
Hyderabad, Telangana 500 032
2 years (98.94) (10.62) (14.99) Email: rclinvestor@kfintech.com
3 years (99.27 (0.51) (6.28) Website: www.kfintech.com
Shareholders/ Investors may send the above correspondence
Key financial reporting dates for the financial year 2020-21
at the following address
Unaudited results for the first quarter : On or before Queries relating to Financial Statement of the Company may be
ending June 30, 2020 August 14, 2020 addressed to:
Unaudited results for the second : On or before Chief Financial Officer
quarter/ half year ending September November 14, 2020 Reliance Capital Limited
30, 2020 Reliance Centre, Ground Floor
Unaudited results for the third : On or before 19, Walchand Hirachand Marg
quarter/ nine months ending February 14, 2021 Ballard Estate, Mumbai 400 001
December 31, 2020 Tel : +91 22 4303 1000
Audited results for the financial year : On or before Fax: +91 22 4303 6664
2020-21 May 30, 2021 Email: rcl.investor@relianceada.com
Depository services Correspondence on investor services may be addressed to:
For guidance on depository services, shareholders may write to the Company Secretary & Compliance Officer
Company’s RTA or National Securities Depository Limited, Trade
World, A Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Reliance Capital Limited
Marg, Lower Parel (West), Mumbai 400 013, website: www.nsdl. Reliance Centre, Ground Floor
co.in or Central Depository Services (India) Limited, Marathon 19, Walchand Hirachand Marg
Futurex, A-Wing, 25th Floor, NM Joshi Marg, Lower Parel, Mumbai Ballard Estate, Mumbai 400 001
400 013, website: www.cdslindia.com. Tel : +91 22 4303 1000
Reconciliation of share capital audit Fax: +91 22 4303 6664
The Securities and Exchange Board of India has directed that all Email: rcl.investor@relianceada.com
issuer companies shall submit a report reconciling the total shares Plant Locations
held in both the depositories, viz. NSDL and CDSL and in physical
The Company is engaged in the business of financial services
form with the total issued/ paid up capital. The said certificate duly
and as such has no plant.
certified by a qualified Chartered Accountant is submitted to the
43
Reliance Capital Limited
44
Reliance Capital Limited
Key Audit Matters How our audit addressed the Key Audit Matter
1. Impairment of financial assets and Corporate Guarantee (CG) Issued (expected credit losses) (as described in Note Nos. 7 and 18
of the standalone financial statements)
Ind AS 109 requires the Company to recognise impairment loss • We read and assessed the Company’s accounting policies for
allowance towards its financial assets (designated at amortised cost impairment of financial assets and their compliance with Ind AS
and corporate guarantee issued) using the expected credit loss (ECL) 109.
approach. Such ECL allowance is required to be measured considering • We tested the criteria for staging of loans/CG based on their
the guiding principles of Ind AS 109 including: past-due status to check compliance with requirement of Ind
• unbiased, probability weighted outcome under various scenarios; AS 109. Tested a sample of performing (stage 1) loans to
• time value of money; assess whether any loss indicators were present requiring them
to be classified under stage 2 or 3 and vice versa.
• impact arising from forward looking macro-economic factors
and; • We evaluated the reasonableness of the Management estimates
by understanding the process of ECL estimation and tested the
• availability of reasonable and supportable information without
controls around data extraction and validation.
undue costs.
• Tested the ECL model, including assumptions and underlying
Applying these principles involves significant estimation in various
aspects, such as: computation.
• grouping of borrowers based on homogeneity by using
appropriate statistical techniques;
• staging of loans and estimation of behavioural life;
• determining macro-economic factors impacting credit
quality of receivables;
• estimation of losses for loan products / corporate guarantee
with no / minimal historical defaults.
Considering the significance of such allowance to the overall financial
statements and the degree of estimation involved in computation of
expected credit losses, this area is considered as a key audit matter.
2. Impairment assessment for Investments in subsidiaries and associates (as described in Note No. 8 of the standalone financial
statements)
As detailed in Note no. 8, the Company has equity and preference Our audit procedures, in respect of testing impairment assessment
share investments (net of provision for impairment) in subsidiary for investments in subsidiaries and associates, included the following:
companies amounting to ` 13,340 crore and associate companies • Obtained understanding of the process, evaluated the design
amounting to ` 843 crore. and tested operating effectiveness of controls in respect of
Such investments are carried at cost as per Ind AS 27 – Separate impairment assessment of investments in subsidiaries and
Financial Statements and are individually assessed for impairment associates.
as per Ind AS 36 – Impairment of Assets. Such impairment • held discussions with management regarding appropriate
assessment commences with management’s evaluation on implementation of policy on impairment.
whether there is an indication of impairment loss. As part of • reconciled financial information mentioned in impairment
such evaluation, management considers financial information, assessment to underlying source details. Also, assessed of
liquidity and solvency position of investments in subsidiaries management’s estimates considered in such assessment.
and associates. Management also considers other factors such
as assessment of company’s operations, business performance • obtained and read latest audited financial statements of
and modifications, if any, by the auditors of such subsidiaries and subsidiaries and associates. Noted key financial attributes.
associates. Based on such evaluation the Company has made • We evaluated the impairment assessment performed by
impairment provisions against the above investment. management.
We focused on this area due to magnitude of the carrying value
of investments in subsidiaries and associates, which comprise
62% of the total assets as at March 31, 2020 and are subject
to annual impairment assessment.
3. Valuation of Market Linked Debentures (as described in Note No. 15 of the standalone financial statements)
The Company has issued Market Linked Debentures (MLD) during • Audit procedures included an assessment of internal controls
current and previous years. The outstanding balance of MLD as over valuation methodologies, inputs, judgments made
on March 31, 2020 is ` 490 crore. These MLDs are economically and assumptions used by management in determining fair
hedged with Exchange instruments like Nifty, Bank Nifty & Stock valuation of MLD.
Options. The Company has done an internal valuation of the • Assessed and reviewed the fair valuation of MLD by the
outstanding MLD using internal valuation techniques. Company for compliance with Ind AS.
Considering that internal valuation of MLD is significant to overall • Compared resulted valuations against independent sources
financial statements and the degree of management’s judgement and externally available market valuation data for sample
involved in the estimate, any error in the estimate could lead to cases.
material misstatement in the financial statements. Therefore, it is
considered as a key audit matter.
45
Reliance Capital Limited
Other Information • Identify and assess the risks of material misstatement of the
The Company’s Board of Directors is responsible for the other standalone financial statements, whether due to fraud or error,
information. The other information comprises the information design and perform audit procedures responsive to those risks,
included in Company’s annual report, but does not include the and obtain audit evidence that is sufficient and appropriate
standalone financial statements and our auditor’s report thereon. to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for
Our opinion on the standalone financial statements does not one resulting from error, as fraud may involve collusion, forgery,
cover the other information and we do not express any form of intentional omissions, misrepresentations, or the override of
assurance conclusion thereon. In connection with our audit of the internal control.
standalone financial statements, our responsibility is to read the
• Obtain an understanding of internal control relevant to the
other information and, in doing so, consider whether the other
audit in order to design audit procedures that are appropriate
information is materially inconsistent with the standalone financial
in the circumstances.
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the work we have • Evaluate the appropriateness of accounting policies used
performed, we conclude that there is a material misstatement of and the reasonableness of accounting estimates and related
this other information; we are required to report that fact. We have disclosures made by management.
nothing to report in this regard. • Conclude on the appropriateness of management’s use of the
Management Responsibilities for the standalone financial going concern basis of accounting and, based on the audit
statements evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
The Company’s Board of Directors is responsible for the matters
on the Company’s ability to continue as a going concern. If we
stated in section 134(5) of the Act with respect to the preparation
conclude that a material uncertainty exists, we are required to
of these standalone financial statements that give a true and fair
draw attention in our auditor’s report to the related disclosures
view of the financial position, financial performance, changes in
in the standalone financial statements or, if such disclosures
equity and cash flows of the Company in accordance with the
are inadequate, to modify our opinion. Our conclusions are
accounting principles generally accepted in India, including the based on the audit evidence obtained up to the date of our
Accounting Standards specified under section 133 of the Act. This auditor’s report. However, future events or conditions may
responsibility also includes maintenance of adequate accounting cause the Company to cease to continue as a going concern.
records in accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and detecting frauds • Evaluate the overall presentation, structure and content of the
and other irregularities; selection and application of appropriate standalone financial statements, including the disclosures, and
implementation and maintenance of accounting policies; making whether the standalone financial statements represent the
judgments and estimates that are reasonable and prudent; and underlying transactions and events in a manner that achieves
design, implementation and maintenance of adequate internal fair presentation.
financial controls, that were operating effectively for ensuring the We communicate with those charged with governance regarding,
accuracy and completeness of the accounting records, relevant among other matters, the planned scope and timing of the audit
to the preparation and presentation of the standalone financial and significant audit findings, including any significant deficiencies in
statement that give a true and fair view and are free from material internal control that we identify during our audit.
misstatement, whether due to fraud or error. We also provide those charged with governance with a statement
In preparing the standalone financial statements, management is that we have complied with relevant ethical requirements regarding
responsible for assessing the Company’s ability to continue as a independence, and to communicate with them all relationships
going concern, disclosing, as applicable, matters related to going and other matters that may reasonably be thought to bear on our
concern and using the going concern basis of accounting unless independence, and where applicable, related safeguards.
management either intends to liquidate the Company or to cease From the matters communicated with those charged with
operations, or has no realistic alternative but to do so. Those Board governance, we determine those matters that were of most
of Directors are also responsible for overseeing the Company’s significance in the audit of the standalone financial statements
financial reporting process. of the current period and are therefore the key audit matters. We
Auditor’s responsibilities for the audit of the standalone financial describe these matters in our auditor’s report unless law or regulation
statements precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be
Our objectives are to obtain reasonable assurance about whether
communicated in our report because the adverse consequences
the standalone financial statements as a whole are free from
of doing so would reasonably be expected to outweigh the public
material misstatement, whether due to fraud or error, and to issue
interest benefits of such communication.
an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit Report on other legal and regulatory requirements
conducted in accordance with SAs will always detect a material As required by the Companies (Auditor’s Report) Order, 2016 (“the
misstatement when it exists. Misstatements can arise from fraud or Order”), issued by the Central Government of India in terms of sub-
error and are considered material if, individually or in the aggregate, section (11) of section 143 of the Companies Act, 2013, we give
they could reasonably be expected to influence the economic in “Annexure B” a statement on the matters specified in paragraphs
decisions of users taken on the basis of these standalone financial 3 and 4 of the Order, to the extent applicable.
statements. As required by Section 143(3) of the Act, we report that:
As part of an audit in accordance with SAs, we exercise professional a) We have sought and obtained all the information and
judgment and maintain professional skepticism throughout the explanations which to the best of our knowledge and belief
audit. We also: were necessary for the purposes of our audit.
46
Reliance Capital Limited
b) In our opinion, proper books of account as required by law i) With respect to the other matters to be included in
have been kept by the Company so far as it appears from the Auditor’s Report in accordance with Rule 11 of the
our examination of those books. Companies (Audit and Auditors) Rules, 2014, in our opinion
c) The standalone balance sheet, the standalone statement and to the best of our information and according to the
of profit and loss (including other comprehensive income, explanations given to us:
the standalone statement of changes in equity and the a. The Company has disclosed the impact of pending
standalone statement of cash flow dealt with by this Report litigations on its financial position in its standalone
are in agreement with the books of account. financial statements – Refer Note no. 39 to the
d) In our opinion, the aforesaid standalone financial statements standalone financial statements;
comply with the Ind AS specified under Section 133 of the b. The Company has made provision, as required under
Act. the applicable law or Ind AS, for material foreseeable
e) On the basis of the written representations received from losses, if any, on long-term contracts including derivative
the directors as on March 31, 2020 taken on record by the contracts – Refer Note no. 52 to the standalone financial
Board of Directors, none of the directors is disqualified as statements;
on March 31, 2020 from being appointed as a director in c. Other than for dividend amounting to ` 0.11 crore
terms of Section 164 (2) of the Act. pertaining to financial year 2010-11 and financial year
f) The going concern matter described in Material Uncertainty 2011-12 which could not be transferred on account
Related to Going Concern section above, in our opinion, of pendency of various investor legal cases, there has
may have an adverse effect on the functioning of the been no delay in transferring amounts, required to be
Company. transferred, to the Investor Education and Protection
g) With respect to the adequacy of the internal financial Fund by the Company.
controls with reference to standalone financial statements For Pathak H.D. & Associates LLP
of the Company and the operating effectiveness of such Chartered Accountants
controls, refer to our separate Report in “Annexure A”. Firm’s Registration No: 107783W / W100593
h) With respect to matter to be included in the Auditors’
Report under section 197(16) of the Act: Vishal D. Shah
Partner
In our opinion and according to the information and Membership No: 119303
explanation given to us, the Company has paid / provided UDIN: 20119303AAAACY6694
for managerial remuneration in accordance with the
requisite approvals mandated by provision of section 197 Place : Mumbai
read with Schedule V to the Act. Date : May 8, 2020
47
Reliance Capital Limited
[Annexure to the Independent Auditor’s Report referred to 5. We believe that the audit evidence we have obtained is
in paragraph under the heading “Report on other legal and sufficient and appropriate to provide a basis for our qualified
regulatory requirements” of our report of even date on the audit opinion on the Company’s internal financial controls
financial statements of Reliance Capital Limited for year system with reference to financial statements.
ended March 31, 2020.] Meaning of Internal Financial Controls with reference to
Report on the Internal Financial Controls with reference to financial statements
standalone financial statements under Clause (i) of Sub- 6. A company’s internal financial control with reference to
section 3 of Section 143 of the Companies Act, 2013 (“the financial statements is a process designed to provide
Act”) reasonable assurance regarding the reliability of financial
1. We have audited the internal financial controls with reporting and the preparation of the standalone financial
reference to financial statements of Reliance Capital Limited statements for external purposes in accordance with
(‘the Company’) as of March 31, 2020 in conjunction with generally accepted accounting principles. A company’s
our audit of the standalone financial statements of the internal financial control over financial reporting includes
Company for the year ended on that date. those policies and procedures that (1) pertain to the
Management’s Responsibility for Internal Financial Controls maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the
2. The Company’s management is responsible for establishing
assets of the Company; (2) provide reasonable assurance
and maintaining internal financial controls based on the
that transactions are recorded as necessary to permit
internal control with reference to financial statements
preparation of the Standalone financial statements in
criteria established by the Company considering the
accordance with generally accepted accounting principles,
essential components of internal control stated in the
and that receipts and expenditures of the company are
Guidance Note on Audit of Internal Financial Controls over
being made only in accordance with authorizations of
Financial Reporting issued by the Institute of Chartered
management and directors of the company; and (3)
Accountants of India (ICAI). These responsibilities include
provide reasonable assurance regarding prevention or timely
the design, implementation and maintenance of adequate
detection of unauthorized acquisition, use, or disposition of
internal financial controls that were operating effectively for
the company’s assets that could have a material effect on
ensuring the orderly and efficient conduct of its business,
the Standalone financial statements.
including adherence to company’s policies, the safeguarding
of its assets, the prevention and detection of frauds and Inherent Limitations of Internal Financial Controls with
errors, the accuracy and completeness of the accounting reference to financial statements
records, and the timely preparation of reliable financial 7. Because of the inherent limitations of internal financial
information, as required under the Act. controls with reference to financial statements, including
Auditors’ Responsibility the possibility of collusion or improper management override
of controls, material misstatements due to error or fraud
3. Our responsibility is to express an opinion on the Company’s
may occur and not be detected. Also, projections of any
internal financial controls with reference to financial
evaluation of the internal financial controls with reference
statements based on our audit. We conducted our audit
to financial statements to future periods are subject to the
in accordance with the Guidance Note on Audit of Internal
risk that the internal financial controls with reference to
Financial Controls Over Financial Reporting (the “Guidance
financial statements may become inadequate because of
Note”) and the Standards on Auditing, issued by ICAI and
changes in conditions, or that the degree of compliance
deemed to be prescribed under section 143(10) of the
with the policies or procedures may deteriorate.
Act, to the extent applicable to an audit of internal financial
controls, both applicable to an audit of Internal Financial Basis for Qualified Opinion
Controls and, both issued by the ICAI. Those Standards and 8. Based on our audit, information & explanation provided by
the Guidance Note require that we comply with ethical the management, following weakness have been observed
requirements and plan and perform the audit to obtain with regard to internal financial control.
reasonable assurance about whether adequate internal The Company needs to strengthen loan processing
financial controls over financial reporting was established documentation including justification for sanctioning the
and maintained and if such controls operated effectively in loans / exposures, risk assessment of exposures and its
all material respects. mitigation monitoring of end use of funds, evaluation of
4. Our audit involves performing procedures to obtain audit borrower’s repayment capacity and the policy of sanctioning
evidence about the adequacy of the internal financial the loan to entities with weaker credit worthiness.
controls system with reference to financial statements and Qualified Opinion
their operating effectiveness. Our audit of internal financial
controls with reference to financial statements included 9. In our opinion and to the best of information and according
obtaining an understanding of internal financial controls to explanations given to us, the Company has maintained
with reference to financial reporting, assessing the risk that adequate internal financial controls with reference to
material weakness exists, and testing and evaluating the financial statements as at March 31, 2020 based on the
design and operating effectiveness of internal control based internal control with reference to financial statements
on the assessed risk. The procedures selected depend on criteria established by the Company considering the essential
the auditor’s judgment, including the assessment of the components of internal control stated in the Guidance
risks of material misstatement of the financial statements, Note on Audit of Internal Financial Controls Over Financial
whether due to fraud or error. Reporting issued by the ICAI and except for possible effects
48
Reliance Capital Limited
of the material weakness described in the Basis of Qualified financial statements of the Company for the year ended
Opinion paragraph above on the achievement of the March 31, 2020 and these material weaknesses do not
objectives of the Control criteria, the Company’s internal affect our opinion on the standalone financial statements
financial control with reference to financial statements were of the Company.
operating effectively as at March 31, 2020.
For Pathak H.D. & Associates LLP
A ‘material weakness’ is a deficiency, or a combination of Chartered Accountants
deficiencies, in internal financial control with reference Firm’s Registration No: 107783W / W100593
to financial statements, such that there is a reasonable
possibility that a material misstatement of the Company’s Vishal D. Shah
annual or interim financial statements will not be prevented Partner
or detected on a timely basis. Membership No: 119303
UDIN: 20119303AAAACY6694
10. We have considered the material weakness identified and
reported above in determining the nature and extent
Place : Mumbai
of audit tests applied in our audit of the standalone Date : May 8, 2020
49
Reliance Capital Limited
Referred to in the Independent Auditors’ Report of even date to amounts payable in respect of such applicable statutory
the members of Reliance Capital Limited (“the Company’) on dues as at March 31, 2020 for a period of more than six
the standalone financial statements as of and for the year ended months from the date they became payable.
March 31, 2020
(b) According to the information and explanations given to us
i. (a) The Company is maintaining proper records showing full and the records of the Company examined by us, there are
particulars, including quantitative details and situation, of no dues of sales tax, service-tax, value added tax, goods
property, plant and equipment. and service tax which have not been deposited on account
(b) The property, plant and equipment are physically verified of any dispute. The particulars of dues of income tax as
by the Management according to a phased programme at March 31, 2020, which have not been deposited on
designed to cover all the items over a period of three account of a dispute is as under:
years, which, in our opinion, is reasonable having regard Name of Nature Amount Period to Forum where
to the size of the Company and the nature of its assets. the statute of dues (` crore) which the the dispute is
Pursuant to the programme, a portion of the property amount relates pending
plant and equipment has been physically verified by
the Management during the year and no material Income tax Income 12 A.Y. 2017-18 Commissioner
discrepancies have been noticed on such verification. Act, 1961 Tax of Income Tax
Appeals, Mumbai
(c) The title deeds of immovable properties, as disclosed viii. According to the records of the Company examined by us
in Note No. 11 and 12 on Investment Property and & the information and explanation given to us and as per
Property, Plant and Equipment respectively to the
the additional terms of repayment wherever applicable,
standalone financial statements, are held in the name of
the Company has not defaulted in repayment of loans or
the Company.
borrowings to any financial institutions or banks or dues to
ii. The Company is in the business of rendering services, and debenture holders except for the following instances of default
consequently, does not hold any inventory. Therefore, the in repayment of principal amounts and interest:
provisions of Clause 3(ii) of the said Order are not applicable Particulars Amount of Default Period of Default
to the Company. as at the Balance (Days)
iii. The Company has not granted any loans, secured or unsecured, Sheet Date
to companies, firms, Limited Liability Partnerships or other (` in crore)
parties covered in the register maintained under Section 189 Name of the lenders / ISIN Principal Interest Principal Interest
of the Act. Therefore, the provisions of Clause 3(iii) of the said 1. Loans from Bank and financial institutions
Order are not applicable to the Company. Housing Development Finance 24 23 91 122
iv. The Company has not granted any loan or provided any Corporation Limited
guarantee or security in connection with any loan taken by Axis Bank Limited 10 4 128 152
parties covered under section 185 of the Act. Therefore, the
provisions of section 185 are not applicable to the Company. 2. Debenture Holders - Series
The Company is registered as Core Investment Company with INE013A074P0 * 1 000 130 165 169
RBI. Thus, the provision of Section 186 except sub-section INE013A075G6 50 4 169 169
(1) of the Act is not applicable to the Company. In our opinion INE013A07X10 1 0.38 168 168
and according to the information and explanations given to us,
INE013A07G11 15 1 167 167
during the year, the Company has not made any investments
through more than two layers of investment companies as INE013A077G2 25 2 166 166
mentioned in sub section (1) of Section 186 of the Act. INE013A076G4 190 17 134 165
INE013A079G8 - 2 - 164
v. The Company has not accepted any deposits from the public
INE013A07X69 1 1 162 162
within the meaning of directives issued by the Reserve Bank
INE013A07Z42 6 6 162 162
of India and sections 73, 74, 75 and 76 of the Act and the
Rules framed there under to the extent notified. Therefore, the INE013A07A33 * 1 070 102 138 161
provisions of Clause 3(v) of the said Order are not applicable INE013A08150 - 4 - 159
to the Company. INE013A070S2 150 2 159 159
INE013A07Z59 * 7 6 159 159
vi. The Central Government of India has not specified the
maintenance of cost records under sub-section (1) of Section INE013A076O8 - 33 - 155
148 of the Act for any of the products of the Company. INE013A078E5 * 5 1 160 160
Therefore, the provisions of Clause 3(vi) of the said Order are INE013A077B3 1 0.28 152 152
not applicable to the Company. INE013A073H9 - 88 - 150
INE013A074H7 - 44 - 150
vii. (a) According to the information and explanations given to
us and the records of the Company examined by us, in INE013A075H4 * 50 28 134 150
our opinion, the Company is generally regular in depositing INE013A076H2 - 17 - 150
undisputed statutory dues in respect of provident fund, INE013A07SK3 - 6 - 150
income tax and profession tax though there has been a INE013A076P5 - 14 - 149
slight delay in a few cases, and is regular in depositing INE013A077P3 - 15 - 149
undisputed statutory dues, including goods and service INE013A078P1 - 14 - 149
tax, cess and other material statutory dues, as applicable, INE013A078H8 - 3 - 145
with the appropriate authorities. There are no undisputed INE013A071I1 45 4 137 137
50
Reliance Capital Limited
Particulars Amount of Default Period of Default The Company did not have any loans or borrowing from
as at the Balance (Days) government during the year.
Sheet Date ix. The Company has not raised any moneys by way of initial public
(` in crore) offer or further public offer (including debt instruments). In our
Name of the lenders / ISIN Principal Interest Principal Interest opinion, and according to the information and explanations
INE013A07I01 - 2 - 132 given to us, the moneys raised by way of term loans have been
INE013A074I5 3 0.07 130 130 applied for the purposes for which they were obtained.
INE013A08317 - 1 - 127 x. Attention is invited to Note no. 41(f) of the standalone
INE013A070J1 3 0.14 127 127 financial statements and para (b) of emphasis of matter
INE013A079I4 3 0.15 126 126 paragraph in our report, in addition thereto during the course
INE013A078I6 5 0.1 125 125 of our examination of the books and records of the Company,
INE013A07Z75 2 2 125 125 carried out in accordance with the generally accepted auditing
INE013A071J9 3 0.14 123 123 practices in India, and according to the information and
INE013A072J7 4 0.29 123 123 explanations given to us, we have neither come across any
INE013A07NU3 15 1 122 122 instance of material fraud by the Company or on the Company
INE013A075J0 3 0.09 116 116 by its officers or employees, noticed or reported during the
year, nor have we been informed of any such case by the
INE013A08325 - 1 - 113
Management.
INE013A07S41 - 1 - 111
INE013A07TA2 - 1 - 109 xi. The Company has paid/ provided for managerial remuneration
INE013A071D2 20 6 103 103 in accordance with the requisite approvals mandated by the
INE013A08168 - 2 - 96 provisions of Section 197 read with Schedule V to the Act.
INE013A071B6 1 1 95 95 xii. As the Company is not a Nidhi Company and the Nidhi Rules,
INE013A08176 - 1 - 94 2014 are not applicable to it, the provisions of Clause 3(xii) of
INE013A08184 - 1 - 89 the Order are not applicable to the Company.
INE013A08333 - 1 - 89 xiii. The Company has entered into transactions with related parties
INE013A08341 - 0.26 - 84 in compliance with the provisions of Sections 177 and 188 of
INE013A078R7 52 6 82 82 the Act. The details of related party transactions have been
INE013A08358 * 18 6 126 126 disclosed in the standalone financial statements as required by
INE013A07TN5 - 7 - 67 the applicable Accounting Standard.
INE013A07TV8 - 1 - 60 xiv. The Company has not made any preferential allotment
INE013A072L3 20 2 53 53 or private placement of shares or fully or partly convertible
INE013A070D4 - 1 - 48 debentures during the year. Accordingly, the provisions of
INE013A073L1 - 29 - 46 Clause 3(xiv) of the Order are not applicable to the Company.
INE013A074L9 - 12 - 46 xv. The Company has not entered into any non-cash transactions
INE013A07QX0 * 500 30 183 183 with its directors or persons connected with him. Accordingly,
INE013A075D3 - 1 - 36 the provisions of Clause 3(xv) of the Order are not applicable
INE013A073S6 11 2 33 33 to the Company.
INE013A08192 - 3 - 32 xvi. According to the information and explanations given to us the
INE013A077L2 7 2 32 32 Company is registered as Core Investment Company under
INE013A08200 - 5 - 26 section 45-IA of the Reserve Bank of India Act, 1934.
INE013A070R4 * 900 86 183 183
INE013A072M1 - 2 - 22 For Pathak H.D. & Associates LLP
INE013A074M7 2 - 22 - Chartered Accountants
INE013A073M9 - 4 - 21 Firm’s Registration No: 107783W/ W100593
INE013A08366 - 24 - 13 Vishal D. Shah
INE013A08275 - 2 - 12 Partner
INE013A07UY0 - 49 - 9 Membership No: 119303
INE013A08218 - 0.32 - 8 UDIN: 20119303AAAACY6694
INE013A08283 - 4 - 3
Place : Mumbai
INE013A077S7 2 0.19 1 1 Date : May 8, 2020
INE013A077M0 * 1 500 133 183 183
INE013A070H5 * 5 0.16 160 160
INE013A077H0 * 5 2 160 160
INE013A08135 * 1 0.07 126 126
INE013A071S0 * 13 - 125 -
INE013A074S4 * 22 1 68 68
INE013A071P6 * 7 1 64 64
* Recalled during the year.
51
Reliance Capital Limited
(` in crore)
Particulars Note As at As at
No, March 31, 2020 March 31, 2019
ASSETS
Financial assets
Cash and cash equivalents 4 6 2
Bank balance other than cash and cash equivalents above 5 18 47
Receivables
(I) Trade receivables 6 1 3
(II) Other receivables - -
Loans 7 6 369 6 557
Investments 8 15 177 21 185
Other financial assets 9 689 1 373
Total Financial Assets 22 260 29 167
Non-Financial Assets
Current tax assets (Net) 10 4 26
Investment property 11 79 125
Property, plant and equipment 12 52 70
Other intangible asset (* ` 24 77 373) 13 - *
Other non-financial assets 14 333 357
Total Non - Financial Assets 468 578
Total Assets 22 728 29 745
LIABILITIES AND EQUITY
LIABILITIES
Financial Liabilities
Debt securities 15 16 160 17 720
Borrowings (Other than Debt Securities) 16 1 184 1 734
Other financial liabilities 17 1 700 1 019
Total Financial Liabilities 19 044 20 473
Non-financial Liabilities
Provisions 18 263 367
Other non-financial liabilities 19 47 37
Total Non - Financial Liabilities 310 404
EQUITY
Equity share capital 20 253 253
Other equity 21 3 121 8 615
Total Equity 3 374 8 868
Total Liabilities and Equity 22 728 29 745
Significant Accounting Policies 2
The accompanying notes (1-58) form integral part of the standalone financial statements.
As per our report of even date attached For and on behalf of the Board
For Pathak H.D. & Associates LLP Chairman Anil D. Ambani
{
Chartered Accountants Chhaya Virani
Firm Registration No.: 107783W/W100593 Rahul Sarin
Directors
Dr. Thomas Mathew
Vishal D. Shah A N Sethuraman
Partner Director & Chief Executive Officer Dhananjay Tiwari
Membership No.: 119303 Chief Financial Officer Vaibhav Kabra
Company Secretary & Compliance Officer Atul Tandon
Mumbai Mumbai
Dated: May 8, 2020 Dated: May 8, 2020
52
Reliance Capital Limited
Standalone Statement of Profit and Loss for the year ended March 31, 2020
(` in crore)
Particulars Note Year ended Year ended
No, March 31, 2020 March 31, 2019
Revenue from operations
Interest income 22 1 258 2 113
Dividend income 94 150
Rental income 4 8
Fees income 23 33 36
Other operating income (* ` 11 79 990) 24 * 5
Total revenue from operations 1 389 2 312
Other income 25 4 5
Total income 1 393 2 317
Expenses
Finance costs 26 1 764 1 937
Net gain /(loss) on fair value changes 27 445 699
Impairment on financial instruments (net) 28 4 519 (653)
Employee benefits expense 29 50 51
Depreciation, amortisation and impairment 11,12 &13 35 53
Other expenses 30 45 73
Total expenses 6 858 2 160
Profit/(loss) before tax (5 465) 157
Tax expense: 31
- Current tax - -
- Deferred tax - -
- Taxation of earlier years - -
Total tax expense - -
Profit/(loss) after tax for the year (5 465) 157
Other Comprehensive Income / (Loss)
Items that will not be reclassified to profit or loss
- Change in fair value of FVOCI equity instrument (31) (167)
- Remeasurements of post-employment benefit obligations * **
(* ` 27 33 100, ** ` 38 78 924)
- Income tax relating to these items - -
Other Comprehensive Income / (Loss) for the year (31) (167)
Total comprehensive income / (Loss) for the year (5 496) (10)
Earnings per equity share (face value of ` 10 per share) 38
- Basic (`) (217.63) 6.26
- Diluted (`) (217.63) 6.25
Significant Accounting Policies 2
The accompanying notes (1-58) form integral part of the standalone financial statements.
As per our report of even date attached For and on behalf of the Board
For Pathak H.D. & Associates LLP Chairman Anil D. Ambani
{
Chartered Accountants Chhaya Virani
Firm Registration No.: 107783W/W100593 Rahul Sarin
Directors
Dr. Thomas Mathew
Vishal D. Shah A N Sethuraman
Partner Director & Chief Executive Officer Dhananjay Tiwari
Membership No.: 119303 Chief Financial Officer Vaibhav Kabra
Company Secretary & Compliance Officer Atul Tandon
Mumbai Mumbai
Dated: May 8, 2020 Dated: May 8, 2020
53
54
Standalone Statement of Changes in Equity for the year ended March 31, 2020
(` in crore)
Particulars Note Reserves and surplus Other Total
No. other
Securities Capital Capital Statutory General Retained Treasury RCAP Other
equity
premium Redemption reserve reserve reserve Earnings Shares ESOP Comprehensive
reserve fund Trust Income
Reserve
Transactions with owners in their capacity as owners: -
- Issue of debenture, net of transaction cost * - - - - - - - - -
(* ` 3 10 000)
- Stock option expense for the year - - - - - - - 3 - 3
- Remeasurements of post-employment benefit - - - - - - - - * *
obligations (* ` 27 33 100)
As at March 31, 2020 3 659 10 779 1 875 4 817 (7 761) 2 10 (269) 3 121
Significant Accounting Policies
The accompanying notes (1-58) form integral part of the financial statements.
As per our report of even date attached For and on behalf of the Board
For Pathak H.D. & Associates LLP Chairman Anil D. Ambani
Chartered Accountants Chhaya Virani
Firm Registration No.: 107783W/W100593 Rahul Sarin
Directors
Dr. Thomas Mathew
Vishal D. Shah { A N Sethuraman
Partner Director & Chief Executive Officer Dhananjay Tiwari
Membership No.: 119303 Chief Financial Officer Vaibhav Kabra
Company Secretary & Compliance Officer Atul Tandon
Mumbai Mumbai
55
Dated: May 8, 2020 Dated: May 8, 2020
Reliance Capital Limited
Reliance Capital Limited
Standalone Cash Flow Statement for the year ended March 31, 2020
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
CASH FLOW FROM OPERATING ACTIVITIES:
Profit/(Loss) before tax: (5 465) 157
Adjustments:
Depreciation, amortisation and impairment 35 53
Bad debts recovered & credit balance written back - (7)
Net Impairment on financial instruments and balances written off 4 519 (653)
Provision for gratuity / leave encashment 1 1
(Profit) / loss on sale of property, plant and equipment 2 1
Interest income on investments [* ` (2 71 254)] * (718)
Dividend income on investments (94) (150)
Net (gain) / loss on fair value of investment 445 699
Share based payment to employees 3 2
Amortised brokerage on borrowings 36 57
Discount on commercial papers 18 88
Interest expenses 1 710 1 793
Operating profit before working capital changes 1 210 1 323
Adjustments for (increase) / decrease in operating assets:
Unamortised expenses incurred (2) (30)
Interest paid (1 008) (1 722)
Trade receivables and loans and advances (4 302) (1 758)
Trade payables and liabilities (12) (2 349)
Cash generated from operations (4 114) (4 536)
Less: Income taxes paid (net of refunds) 21 17
Net cash inflow / (outflow) from operating activities (4 093) (4 519)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (1) (1)
Sale of property, plant and equipment 9 8
Proceeds from sale of investments (net) 5 573 2 199
Interest received 584 757
Dividend received 94 150
Net cash inflow / (outflow) from investing activities 6 259 3 113
CASH FLOW FROM FINANCING ACTIVITIES:
Dividends paid (including dividend tax thereon) - (329)
Debt securities issued / (repaid) (net) (1 592) (1 900)
Borrowing other than debt securities issued / (repaid) (net) (570) 694
Equity share capital issued (including premium) - 1
Net cash inflow / (outflow) from financing activities (2 162) (1 534)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 4 (2 940)
Add: Cash and cash equivalents at beginning of the year 2 2 942
Cash and cash equivalents at end of the year 6 2
Components of Cash and cash equivalents are disclosed in note no 4.
As per our report of even date attached For and on behalf of the Board
For Pathak H.D. & Associates LLP Chairman Anil D. Ambani
{
Chartered Accountants Chhaya Virani
Firm Registration No.: 107783W/W100593 Rahul Sarin
Directors
Dr. Thomas Mathew
Vishal D. Shah A N Sethuraman
Partner Director & Chief Executive Officer Dhananjay Tiwari
Membership No.: 119303 Chief Financial Officer Vaibhav Kabra
Company Secretary & Compliance Officer Atul Tandon
Mumbai Mumbai
Dated: May 8, 2020 Dated: May 8, 2020
56
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
1 Background
Reliance Capital Limited (‘the Company’) is registered as Non-Banking Financial Company Core Investment Company
(‘CIC’) – Non-Deposit Taking Systemically Important (NBFC-CIC-ND-SI) under Section 45-IA of Reserve Bank of India
Act, 1934.
As a CIC, the Company is primarily a holding company, holding investments in its subsidiaries, associates and other group
companies. The Company’s subsidiaries and associates are engaged in a wide array of businesses in the financial service sector.
The Company is Public Limited Company listed on recognised stock exchanges in India. The registered office of the Company is
located at Reliance Centre, Ground Floor, 19, Walchand Hirachand Marg, Ballard Estate, Mumbai 400 001.
These standalone financial statement of the Company for the year ended March 31, 2020 were authorised for issue by the
board of directors on May 08, 2020. Pursuant to the provision of the section of the Companies Act, 2013 (the ‘Act’) the
Central Government, Income tax authorities, Securities and Exchange Board of India, other statutory regulatory body and under
section 131 of the Act, the board of directors of the Company have powers to amend / re-open the standalone financial
statements approved by the board / adopted by the members of the Company.
2 Significant Accounting Policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have
been consistently applied to all the years presented, unless otherwise stated.
a Basis of Preparation of Financial Statements
These standalone financial statements are presented in ‘Indian Rupees’, which is also the Company’s functional currency and
all amounts, are rounded to the nearest Crore, unless otherwise stated.
The standalone financial statements have been prepared in accordance with the requirements of the information and
disclosures mandated by Schedule III to the Act, applicable Ind AS, other applicable pronouncements and regulations.
(i) Compliance with Ind AS and regulation
The Standalone Ind AS financial statements comply in all material aspects with Indian Accounting Standards
(Ind AS) notified under Section 133 of the Companies Act, 2013 (the ‘Act’) [Companies (Indian Accounting Standards)
Rules, 2015 (as amended)] and other relevant provisions of the Act and the master direction - Core Investment
Companies ( Reserve Bank) Direction, 2016 issued by RBI.
(ii) Historical cost convention
The financial statements have been prepared on a historical cost basis, except for the following:
- Certain financial assets and liabilities (including derivatives instruments) are measured at fair value.
- Defined benefit plans – plan assets are measured at fair value; and
- Share based payments
b Investment in subsidiaries and associates
Investments in subsidiary and associate companies are carried at cost and fair value (deemed cost) as per Ind AS -101
and 109 less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the
investment is assessed and written down to its recoverable amount. On disposal of investments in subsidiary companies,
associate companies and joint venture companies, the difference between net disposal proceeds and the carrying amounts
are recognised in the Statement of Profit and Loss.
When the Company ceases to control the investment in subsidiary or associate the said investment is carried at fair value
through profit and loss in accordance with Ind AS 109 “Financial Instruments”.
c Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker.
d Foreign currency translation
(i) Functional and presentation currency
Items included in financial statements of the Company are measured using the currency of the primary economic
environment in which the Company operates (‘the functional currency’). The financial statements are presented in
Indian rupee (INR), which is the Company’s functional and presentation currency.
(ii) Translation and balances
Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the time of the
transaction. Exchange differences, if any, arising out of transactions settled during the year are recognised in the
Statement of Profit and Loss.
Monetary assets and liabilities denominated in foreign currencies at the year-end are restated at year end rates.
e Financial instruments
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions of
the instrument. Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the
Company commits to purchase or sell the asset.
At initial recognition, the Company measures a financial asset or financial liability at its fair value plus or minus, in the case
of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are incremental and
directly attributable to the acquisition or issue of the financial asset or financial liability, such as fees and commissions.
Transaction costs of financial assets and financial liabilities carried at fair value through profit or loss are expensed in profit or
57
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
loss. Immediately after initial recognition, an expected credit loss allowance (ECL) is recognised for financial assets measured
at amortised cost and investments in debt instruments measured at fair value through Statement of Profit and Loss, which
results in an accounting loss being recognised in Statement of Profit and Loss.
When the fair value of financial assets and liabilities differs from the transaction price on initial recognition, the entity
recognizes the difference as follows:
a) When the fair value is evidenced by a quoted price in an active market for an identical asset or liability (i.e. a Level 1
input) or based on a valuation technique that uses only data from observable markets, the difference is recognised as
a gain or loss.
b) In all other cases, the difference is deferred and the timing of recognition of deferred day one profit or loss is
determined individually. It is either amortised over the life of the instrument, deferred until the instrument’s fair value
can be determined using market observable inputs, or realised through settlement.
When the Company revises the estimates of future cash flows, the carrying amount of the respective financial assets or
financial liability is adjusted to reflect the new estimate discounted using the original effective interest rate. Any changes
are recognised in Statement of Profit and Loss.
f Financial assets
(i) Classification and subsequent measurement
The Company has applied Ind AS 109 and classifies its financial assets in the following measurement categories:
- Fair value through profit or loss (FVTPL)
- Fair value through other comprehensive income (FVOCI); or
- Amortised cost.
Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair
value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through
profit or loss and is not part of a hedging relationship is recognised in Statement of Profit and Loss in the period in
which it arises, unless it arises from debt instruments that were designated at fair value or which are not held for
trading. Interest income from these financial assets is included in ‘Interest income’ using the effective interest rate
method.
Fair value option for financial assets: The Company may also irrevocably designate financial assets at fair value through
profit or loss if doing so significantly reduces or eliminates an accounting mismatch created by assets and liabilities
being measured on different bases.
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest (‘SPPI’), and that are not designated at FVTPL, are measured at amortised cost. The
carrying amount of these assets is adjusted by any expected credit loss allowance recognised and measured. Interest
income from these financial assets is recognised using the effective interest rate method.
Interest income
Interest income is calculated by applying the effective interest rate to the gross carrying amount of financial assets,
except for:
a) Purchased or originated credit impaired (POCI) financial assets, for which the original credit-adjusted effective
interest rate is applied to the amortised cost of that financial asset.
b) Financial assets that are not ‘POCI’ but have subsequently become credit-impaired (or ‘stage 3’), for which
interest revenue is calculated by applying the effective interest rate to their amortised cost (i.e. net of the
expected credit loss provision).
The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through
the expected life of the financial asset or financial liability to the gross carrying amount of a financial asset (i.e. its
amortised cost before any impairment allowance) or to the amortised cost of a financial liability. The calculation does
not consider expected credit losses and includes transaction costs, premiums or discounts and fees and points paid or
received that are integral to the effective interest rate, such as origination fees. For FVOCI financial assets – assets that
are credit-impaired at initial recognition – the Company calculates the credit-adjusted effective interest rate, which is
calculated based on the amortised cost of the financial asset instead of its gross carrying amount and incorporates the
impact of expected credit losses in estimated future cash flows.
Equity instruments
Equity instruments are instruments that meet the definition of equity from the issuer’s perspective; that is, instruments
that do not contain a contractual obligation to pay and that evidence a residual interest in the issuer’s net assets.
The Company subsequently measures all equity investments at fair value. Where the company’s management has
elected to present fair value gains and losses on equity investments in other comprehensive income, there is no
subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.
Changes in the fair value of financial assets at fair value through profit or loss are recognised in net gain/loss on fair
value changes in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity
investments measured at FVOCI are not reported separately from other changes in fair value.
Gains and losses on equity investments at FVTPL are included in the Statement of Profit and Loss.
(ii) Impairment
The Company assesses on a forward looking basis the expected credit losses (ECL) associated with its debt instruments
carried at amortised cost and FVOCI and with the exposure arising from loan commitments and financial guarantee
58
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
contracts. The Company recognizes a loss allowance for such losses at each reporting date.
The measurement of ECL reflects:
- An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcome;
- The time value of money; and
- Reasonable and supportable information that is available without undue cost or effort at the reporting date about
past events, current conditions and forecasts of future economic conditions.
The measurement of the ECL allowance is an area that requires the use of complex models and significant assumptions
about future economic conditions and credit behavior (e.g. the likelihood of customers defaulting and the resulting
losses).
(iii) Write-off policy
The Company writes off financial assets, in whole or in part, when it has exhausted all practical recovery efforts and
has concluded there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of
recovery include (i) ceasing enforcement activity and (ii) where the Company’s recovery method is foreclosing on
collateral and the value of the collateral is such that there is no reasonable expectation of recovering in full.
(iv) Derecognition other than on a modification
Financial assets, or a portion thereof, are derecognised when the contractual rights to receive the cash flows from
the assets have expired, or when they have been transferred and either (i) the Company transfers substantially all the
risks and rewards of ownership, or (ii) the Company neither transfers nor retains substantially all the risks and rewards
of ownership and the Company has not retained control. The Company directly reduces the gross carrying amount
of a financial asset when there is no reasonable expectation of recovering a financial asset in its entirety or a portion
thereof.
g Financial liabilities
(i) Classification and subsequent measurement
In both the current and prior period, financial liabilities are classified as subsequently measured at amortised
cost, except for:
Financial liabilities at fair value through profit or loss: this classification is applied to derivatives and financial liabilities
held for trading and other financial liabilities designated as such at initial recognition. The Company has issued certain
non-convertible debentures, the rate of interest on which is linked to performance of specified indices (Market linked
debentures-MLD) over the period of the debentures. The Company has opted to designate the entire hybrid contract
at FVTPL as the embedded derivative significantly modifies the cash flows that otherwise would be required by the
contract. The Company hedges its interest rate risk on MLD by taking positions in future & options based on specified
indices. Any gain / loss on these hedge positions is recognised in statement of profit and loss.
(ii) Derecognition
Financial liabilities are derecognised when they are extinguished i.e. when the obligation specified in the contract is
discharged, cancelled or expires).
The exchange between the Company and its original lenders of debt instruments with substantially different terms,
as well as substantial modifications of the terms of existing financial liabilities, are accounted for as an extinguishment
of the original financial liability and the recognition of a new financial liability. If an exchange of debt instruments or
modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognised as part of the
gain or loss on the extinguishment. If the exchange or modification is not accounted for as an extinguishment, any
costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the
modified liability.
h Financial guarantee contracts
Financial guarantee obligation is obligation that require the issuer to make specified payments to reimburse the holder
for a loss it incurs because a specified debtor fails to make payments when due, in accordance with the terms of a debt
instrument. Such financial guarantees are given to banks, financial institutions and others on behalf of customers to secure
loans, overdrafts and other banking facilities.
For financial guarantee obligation, the loss allowance is recognised as a provision.
i Repossessed collateral
Repossessed collateral represents financial and non-financial assets acquired by the Company in settlement of overdue
loans. The assets are initially recognised at fair value when acquired and included in premises and equipment, other financial
assets, investment properties or inventories within other assets depending on their nature and the Company’s intention in
respect of recovery of these assets, and are subsequently remeasured and accounted for in accordance with the accounting
policies for these categories of assets.
j Derivatives and hedging activities
Derivatives are initially recognised at fair value on the date on which the derivative contract is entered into and are
subsequently remeasured at fair value. All derivatives are carried as assets when fair value is positive and as liabilities when
fair value is negative.
The method of recognising the resulting fair value gain or loss depends on whether the derivative is designated and qualifies
59
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
as a hedging instrument, and if so, the nature of the item being hedged.
Derivatives that are not designated as hedges
The Company enters into certain derivative contracts to hedge risks which are not designated as hedges. Such contracts are
accounted for at fair value through profit or loss and are included in Statement of Profit and Loss.
k Revenue Recognition
Revenue is measured at fair value of the consideration received or receivable. Revenue is recognised when (or as) the
Company satisfies a performance obligation by transferring a promised good or service to a customer.
When (or as) a performance obligation is satisfied, the Company recognizes as revenue the amount of the transaction price
(excluding estimates of variable consideration) that is allocated to that performance obligation.
(i) Interest income
Interest income is recognised using the effective interest rate.
(ii) Dividend income
Dividend income is recognised when the right to receive payment is established.
(iii) Income from investments
Profit / (Loss) earned from sale of securities is recognised on trade date basis. The cost of securities is computed based
on weighted average basis.
(iv) Discount on investments
The difference between the acquisition cost and face value of debt instruments is recognised as interest income over
the tenor of the instrument on straight-line basis.
(v) Management fee income
Management fee income towards support services is accounted as and when services are rendered and it becomes
due on contractual terms with the parties.
(vi) Rental income
Lease rental income is recognized in the Statement of Profit and Loss on a straight-line basis over the lease term.
l Income Tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
(i) Current Taxes
Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income
Tax Act, 1961. Minimum Alternative Tax (MAT) credit entitlement is recognised where there is convincing evidence
that the same can be realised in future.
(ii) Deferred Taxes
The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the tax
rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognised
only to the extent there is reasonable certainty that the assets can be realised in future; however, where there is
unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised only if there is
reasonable certainty of realisation of such assets. Deferred tax assets are reviewed as at each balance sheet date and
written down or written up to reflect the amount that is reasonably certain (as the case may be) to be realised.
m Operating Lease
(i) As a lessee
The Company lease assets primarily consists of office premises which are of short term lease with the term of twelve
months or less and low value leases. For these short term and low value leases, the Company recognizes the lease
payments as an expense in the Statement of Profit and Loss on a straight line basis over the term of lease.
(ii) As a Lessor
Leases for which the Company is a lessor is classified as finance lease or operating lease. Whenever the terms of the
lease transfer substantially all the risks and rewards of ownership to the lessee, the lease contract is classified as finance
lease. All other leases are classified as operating lease.
For Operating Lease, lease rentals are recognised on a straight line basis over the term of lease.
Transition
Effective April 1, 2019, the Company adopted Ind AS 116 “Leases” and applied the standard to all lease contracts existing
on April 1, 2019 using the retrospective with cumulative effect method of initially applying the standard recognized at the
date of initial application without any adjustment to opening balance of retained earnings. The Company did not have any
material impact on the standalone financial statements on application of the above standard.
n Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits
held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months
or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in
60
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
value, and bank overdrafts. Bank overdrafts are shown within borrowings in liabilities in the balance sheet.
o Property, plant and equipment
All items of property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure
that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item
can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when
replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are
incurred.
Depreciation methods, estimated useful lives & residual value
Depreciation on Property, Plant and Equipment is provided in accordance with the provisions of Schedule II of the Companies
Act, 2013. Tangible assets are depreciated on straight line basis method over the useful life of assets, as prescribed in Part
C of Schedule II of the Companies Act, 2013.
The estimated useful lives for the different types of assets are :
(i) Furniture and Fixtures -10 years
(ii) Office Equipments - 5 years
(iii) Computers - 3 years
(iv) Vehicles - 8 years
(v) Plant & Machinery given on lease – 8 years
(vi) Data processing machineries given on lease – 3 years
(vii) Vehicles given on lease - 8 years
(viii) Buildings - 60 years
The Company provides pro-rata depreciation from the day the asset is put to use and for any asset sold, till the date of sale.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount and are recognised in the
statement of profit and loss.
p Intangible assets
Intangible assets are recognised where it is probable that the future economic benefit attributable to the assets will flow
to the Company and its cost can be reliably measured. Intangible assets are stated at cost of acquisition less accumulated
amortisation.
Intangible Assets are amortised on straight-line basis over the useful life of the asset up to a maximum of 5 years
commencing from the month in which such asset is first installed.
The Company provides pro-rata depreciation from the day the asset is put to use and for any asset sold, till the date of sale.
q Investment properties
An investment property is accounted for in accordance with cost model. The cost of any shares in a co-operative society
or a company, the holding of which is directly related to the right to hold the investment property, is added to the carrying
amount of the investment property.
Depreciation on Investment Property is depreciated under the straight line method as per the rates and the useful life
prescribed as per Schedule II of the Companies Act.
r Borrowing costs
Borrowing costs, which are directly attributable to the acquisition / construction of property plant and equipment, till the
time such assets are ready for intended use, are capitalised as part of the cost of the assets. Other borrowing costs are
recognised as an expense in the year in which they are incurred. Brokerage costs directly attributable to a borrowing are
expensed over the tenure of the borrowing.
s Provisions, contingent liabilities and contingent assets
The Company creates a provision when there is a present obligation as a result of past events and it is probable that
there will be outflow of resources and a reliable estimate of the obligation can be made of the amount of the obligation.
Contingent liabilities are not recognised but are disclosed in the notes to the financial statements. A disclosure for a
contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not,
require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood
of outflow of resources is remote, no provision or disclosure is made.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer
probable that the outflow of resources would be required to settle the obligation, the provision is reversed.
Contingent assets are neither recognised nor disclosed in the financial statements.
t Offsetting Financial Instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset
61
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be
enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the
counterparty.
u Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related service are recognised in respect of
employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when
the liabilities are settled.
(ii) Post-employment obligations
Defined benefit plans
Gratuity
The Company’s gratuity benefit scheme is a defined benefit plan. The Company’s net obligation in respect of the
gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have earned in return
for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair
value of any plan assets, if any, is deducted.
The present value of the obligation under such defined benefit plan is determined based on actuarial valuation using
the Projected Accrued Benefit Method (same as Projected Unit Credit Method), which recognises each period of
service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up
the final obligation.
The obligation is measured at the present value of the estimated future cash flows. The discount rates used for
determining the present value of the obligation under defined benefit plan, are based on the market yields on
Government securities as at the balance sheet date.
Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in retained
earnings in the statement of changes in equity and in the balance sheet.
Actuarial gains and losses are recognised immediately in the Statement of Profit and Loss.
Defined contribution plans
Provident fund
Company’s contributions to the recognised provident fund, which is a defined contribution scheme, are charged to the
Statement of Profit and Loss.
(iii) Other long-term employee benefit obligations
Compensated absences (Leave Encashment)
Leave encashment which is a defined benefit, is accrued for based on an actuarial valuation at the balance sheet date
carried out by an independent actuary.
Phantom Shares
As a long-term incentive plan to employees, the Company has initiated Phantom Stock Option Plan which are cash
settlement rights where the employees are entitled to get cash compensation based on agreed formula linked to
the key performance indicators of the Company . The employees are entitled to receive cash payment equivalent to
appreciation in the value over the defined base price of the phantom shares. The present value of the obligation under
such plan is determined based on actuarial valuation.
v Share-based payments
(i) Employee Stock Option Scheme (ESOS)
The employees of the Company and its subsidiaries are entitled for grant of stock options (equity shares), based on the
eligibility criteria set in the ESOS plan of the Company. The fair value of options granted under ESOS is recognized as
an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined
reference to the fair value of the options granted excluding the impact of any service conditions.
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that
are expected to vest based on the service conditions. It recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to equity.
(ii) ESOS Trust
The Company’s ESOS scheme is administered through the RCAP ESOS Trust. The Company treats the trust as its
extension and shares held by RCAP ESOS Trust are treated as treasury shares and accordingly RCAP ESOS Trust has
been consolidated in the Company’s books.
w Contributed Equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Treasury shares are presented as a deduction from equity and no gain or loss is recognised on the purchase, sale, issue or
cancellation of such shares.
62
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
x Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion
of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
y Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted
average number of equity shares outstanding during the financial year, adjusted for bonus element in equity shares
issued during the year, if any and excluding treasury shares
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
the weighted average number of additional equity shares that would have been outstanding assuming the conversion
of all dilutive potential equity shares.
z Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest crores as per the
requirements of Schedule III, unless otherwise stated.
3 Critical estimates and judgements
The Company makes estimates and assumptions that affect the amounts recognised in the financial statements, and the carrying
amounts of assets and liabilities within the next financial year. Estimates and judgements are continually evaluated and are
based on management’s experience and other factors, including expectations of future events that are believed to be reasonable
under the circumstances. Management also makes certain judgements, apart from those involving estimations, in the process
of applying the accounting policies. Judgements that have the most significant effect on the amounts recognised in the financial
statements and estimates that can cause a significant adjustment to the carrying amount of assets and liabilities within the next
financial year include the following:
3.1 Estimation of fair value of unlisted securities
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques.
The Company uses its judgement to select a variety of methods and make assumptions that are mainly based on market
conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes
to these assumptions.
3.2 Effective interest rate method
The Company recognises interest income / expense using the effective interest rate, i.e. a rate that represents the best
estimate of a constant rate of return over the expected life of the loans. The effective interest method also accounts for
the effect of potentially different interest rates at various stages and other characteristics of the product life cycle (including
prepayments and penalty interest and charges).
This estimation, by nature, requires an element of judgement regarding the expected behavior and life-cycle of the
instruments, as well expected changes to India’s base rate and other fee income/expense that are integral parts of the
instrument.
3.3 The Company considers some of its investment to be realised within 1 year for asset liability management.
3.4 Impairment of financial assets using the expected credit loss method
The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The
Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on
the Company’s history, existing market conditions as well as forward looking estimates at the end of each reporting period.
3.5 Current tax
Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income Tax
Act, 1961. Minimum Alternative Tax (MAT) credit entitlement is recognised where there is convincing evidence that the
same can be realised in future.
3.6 Deferred tax
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable
profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the
future taxable profits, reference is made to the latest available profit forecasts. Where the temporary differences are related
to losses, relevant tax law is considered to determine the availability of the losses to offset against the future taxable profits.
Recognition therefore involves judgement regarding the future financial performance of the particular legal entity or tax
group in which the deferred tax asset has been recognised.
3.7 Estimation of fair value of investments property
The Company has carried out the valuation activity to assess fair value of its Investment in land and property. Accordingly,
fair value estimates for investment in land and property is classified as level 3.
3.8 Estimation of Uncertainties relating to the Global Health Pandemic from COVID – 19 (“Covid – 19”)
In accordance with the RBI guidelines relating to COVID-19 Regulatory Package dated March 27, 2020 and April 17,
2020, the Company would be granting / had granted a moratorium of three months on the payment of all instalments
and / or interest, as applicable, falling due between March 1, 2020 and May 31, 2020 to all eligible borrowers classified
as Standard, even if overdue, as on February 29, 2020. For all such accounts where the moratorium is granted, the asset
classification has been remaining stand still during the moratorium period (i.e. the number of days past-due shall exclude
the moratorium period for the purposes of asset classification under the Income Recognition, Asset Classification and
Provisioning norms).
63
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
4 Cash and cash equivalents
Balances with banks:
In current accounts 6 2
Total 6 2
i) Balances with banks include in fixed deposit accounts, ` Nil (Previous year ` 5 33 932) is kept as deposit with sales
tax authority, ` 20 00 000 (Previous year ` 20 00 000) is kept as deposit with the Pension Fund Regulatory and
Development Authority (PFRDA) and ` Nil (Previous year ` 25 crore) is kept as deposit with stock exchanges for margins.
ii) Balances with banks include deposits of ` 20 00 000 (previous year ` 25 crore) having original maturity of more than
12 months.
6 Trade receivables
Receivables considered good - Unsecured 1 3
Total 1 3
No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person.
No trade receivables are due from firms or private companies respectively in which any director is a partner, a director or a
member.
7 Loans
At amortised cost
Loans and advances (unsecured) 312 139
Loans and advances to related parties (unsecured) 2 486 110
Others (secured) 6 185 8 885
Total (A) - Gross 8 983 9 134
(Less): Impairment loss allowance (2 614) (2 577)
Total (A) - Net 6 369 6 557
Secured by property, plant and equipment, other receivables and guarantee 6 185 8 885
Unsecured 2 798 249
Total (B) - Gross 8 983 9 134
(Less): Impairment loss allowance (2 614) (2 577)
Total (B) - Net 6 369 6 557
Loans in India
- Public sector - -
- Others 8 983 9 134
Total (C) - Gross 8 983 9 134
(Less): Impairment loss allowance (2 614) (2 577)
Total (C) - Net 6 369 6 557
64
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
65
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars As at March 31, 2019
Stage 1 Stage 2 Stage 3 Total
Opening balance 56 1 553 4 877 6 486
Changes in opening credit exposures 96 292 (70) 318
(additional disbursement, net of repayments)
Transfers to Stage 1 - - - -
Transfers to Stage 2 (44) 44 -
Transfers to Stage 3 (6) 6 -
Amounts written off/ loss on sale of assignment - - (4 227) (4 227)
Closing balance 102 1 889 586 2 577
(` in crore)
Particulars Face Quantity Value
Value As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
8 Investments
Investments in Equity Instruments
Subsidiary Companies *
At Deemed cost
Quoted, fully paid-up
Reliance Home Finance Limited 10 - 23 39 69 188 - 896
66
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars Face Quantity Value
Value As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Other companies
Quoted, fully paid-up
At FVTPL
Nippon Life India Asset Management Limited 10 2 61 76 019 - 885 -
(Formerly Reliance Nippon Life Asset Management
Limited) (Refer note no 41(c))
At FVOCI *
Reliance Communications Limited 5 2 96 95 295 2 96 95 295 - 3
Reliance Power Limited (* ` 41 17 823) 10 41 17 823 41 17 823 * 5
67
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars Face Quantity Value
Value As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Investments in Government or Trust Securities - At
cost
Unquoted
National Saving Certificates (* ` 45 000) - - - * *
(Deposited with sales tax department)
Pass Through Certificates (Subsidiary) *
Reliance ARC-SBI-Maan Sarovar Trust Security Receipt 1 000 79 537 79 537 8 8
Sub-Total (C) 8 8
Investments in debentures or bonds
Associate Companies *
Unquoted, fully paid-up
At FVTPL
Series DDB I - Non Secured Redeemable Non Interest $961 7 524 7 524 - -
Bearing Non Convertible Deep Discount Bonds -
Ammolite Holdings Limited
- -
Other Companies
Unquoted , fully paid-up
At FVTPL
11% Compulsory Convertible Debentures of CLE 1,000 80 00 000 80 00 000 - -
Private Limited (formerly Crest Logistics & Engineers
Private Limited)
11% Compulsory Convertible Debentures of 1,000 10 01 200 10 01 200 - 100
Reliance Business Broadcast News Holding Limited
11% Compulsory Convertible Debentures of 1,000 88 00 000 88 00 000 - -
Reliance Unicorn Enterprises Private Limited
11% Compulsory Convertible Debentures of 1,000 92 00 000 92 00 000 - -
Reliance Value Services Private Limited
11% Compulsory Convertible Debentures of 1,000 80 00 000 80 00 000 - -
Reliance Digitech Limited
11% Compulsory Convertible Debentures of 1,000 1 01 00 000 1 01 00 000 - -
Reliance Alpha Services Private Limited
11% Compulsory Convertible Debentures of 1,000 90 00 000 90 00 000 - -
Reliance Venture Asset Management Private
Limited
- 100
Sub-Total (D) - 100
Investments in units of fund and Mutual Funds
Investment in units of fund - unquoted , fully
paid-up
At FVTPL
Class B Units of Reliance Alternative Investments 0.01 46 20 72 909 46 20 72 909 * *
Fund – Private Equity Scheme I [` 46 20 729
( Previous year Rs 46 20 729)]
Nippon India Yield Maximiser AIF Scheme 3 - - - - 5
(Formerly Reliance Yield Maximiser Scheme III)
Nippon India Yield Opportunities AIF Scheme 1 10,000 - - - 6
(Formerly Reliance Yield Opportunities Fund AIF
Scheme I)
Nippon India Yield Maximiser AIF Scheme 1) - - - - 3
Formerly Reliance Yield Maximiser AIF - Scheme I)
Nippon India Yield Maximiser AIF Scheme 2 - - - - 1
(Formerly Reliance Yield Maximiser AIF-Scheme II)
Nippon India Equity Opportunities AIF Scheme 1 10,000 - - - 12
(Formerly Reliance Eq Opportunities AIF Scheme I)
Class A Units of Reliance Alternative Investments Fund 10 6 78 81 850 7 77 96 044 68 116
68 143
68
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars Face Quantity Value
Value As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Investment in Mutual fund- quoted , fully paid-
up
At FVTPL
Nippon India Credit Risk Fund (Formerly Reliance 10 - 19 43 589 - 5
Mutual Fund Credit Risk Fund)
Aditya Birla Sun Life MF Credit Risk Fund 10 - 36 86 582 - 5
Franklin Templeton Asset Management (India) 1,000 12 768 12 768 5 5
Private Limited
Nippon India Floating Rate Fund (Formerly Reliance 10 - 17 48 937 - 5
MF Floating Rate Fund Dir PL Growth)
Nippon India Low Duration Fund (Formerly Reliance 1,000 - 20 726 - 5
Money Manager Fund-Dir Gro Plan)
Nippon India Strategic Debt Fund ( Formerly 10 69 55 314 69 55 314 8 11
Reliance MF Classic Bond Fund Dir Growth)
Nippon India Overnight Fund -Direct Growth Plan 10 10 34 483 - 11 -
Nippon India Liquid Fund (Formerly Reliance Liquid 1,000 15 832 76 641 8 35
Fund - Treasure Plan)
32 71
Sub-Total (E) 100 214
Total investments (A+B+C+D+E) 15 177 21 185
Total Investment at Deemed cost/ Cost 14 292 20 413
Total Investment at FVTPL 985 314
Total Investment at Amortised cost 416 416
Total Investment at FVOCI 10 42
Aggregate amount of provision in deemed cost / (526) -
amortised cost
Investments in India 15 177 21 185
Investments outside India - -
* Related Party ** Value Written Off
Notes:
i) The equity securities which are not held for trading, and for which the Company has made an irrevocable election at initial
recognition to recognize changes in fair value through OCI rather than profit or loss as these are strategic investments and
the Company considered this to be more relevant.
ii)
Investment in 38,85,24,405 (Previous year 38,85,24,405) equity shares of Reliance Nippon Life Insurance Company
Limited and 9,000 (Previous year 9,000) equity shares of Reliance DigiTech Limited are carried at fair value i.e. at amount
transferred under the Scheme of Amalgamation.
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
9 Other financial assets
(Considered good otherwise stated)
Interest accrued on loans (net of provision) 629 755
Interest accrued on investments - 584
Receivables from related parties 33 10
Other deposits 27 24
Total 689 1 373
69
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
As at March 31, 2020 As at March 31, 2019
Particulars
Land Buildings Land Buildings
11 Investment Property
Gross carrying amount
Deemed cost 29 143 29 149
Additions - - - -
Disposals and transfers - (20) - (6)
Closing gross carrying amount 29 123 29 143
Accumulated amortisation 25 22 - 5
Amortisation during the year - 3 - 2
Impairment during the year 1 24 25 15
Disposals and transfers [* ` (21 37 813)] - (2) - (*)
Closing accumulated depreciation 26 47 25 22
Net carrying amount as at
3 76 4 121
March 31, 2020
Notes:
i) The Company has carried out the valuation activity to assess fair value of its Investment in land and property which is
` 79 crore (Previous Year ` 125 crore). Accordingly, fair value estimates for investment in land and property is classified
as level 3.
ii) Information regarding Income & Expenditure of Investment property (` in crore)
Particulars 2019-20 2018-19
Rental income derived from investment property - -
Direct operating expenses (including repairs and maintenance) associated with - -
rental income
Profit (loss) arising from sale of investment property (5) (3)
Impairment during the year (25) (40)
Depreciation for the year (3) (2)
Profit / (Loss) arising from investment property before indirect expenses (33) (45)
70
Notes to the Standalone Financial Statement for the year ended March 31, 2020
71
Reliance Capital Limited
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars Computer software’s/ Licensing cost
As at As at
March 31 2020 March 31 2019
13 Intangible assets
Gross carrying amount
Opening Deemed cost 55 55
Additions - -
Disposals and transfers - -
Closing gross carrying amount 55 55
Accumulated amortisation
Opening accumulated amortisation 55 53
Amortisation during the year (* ` 24 77 373) * 2
Disposals and transfers - -
Closing accumulated depreciation 55 55
Net carrying amount (* ` 24 77 373) - *
Notes:
i) In respect of Intangible assets it is other than internally generated.
ii) On transition date the Company has elected to carry previous GAAP carrying amount as deemed cost.
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
14 Other non-financial asset
(Unsecured good otherwise stated)
Capital advances 300 300
Balance with VAT and GST authorities 6 8
Advances 25 47
Prepaid expenses 2 2
Total 333 357
15 Debt securities
At amortised cost
Debentures and bonds
-Secured
Others 14 207 15 676
Related Party 78 47
- Unsecured
Others 1 336 1 336
Related Party 49 42
Subtotal 15 670 17 101
At fair value through profit and loss
Market Linked Debentures
- Secured
Others 476 610
Related Party 14 9
Subtotal 490 619
Total 16 160 17 720
Debt securities in India
16 160 17 720
Debt securities outside India - -
Total 16 160 17 720
(a) Non convertible debentures (NCDs) are redeemable at par in one or more instalments on various dates.
(b) With respect to Non-Convertible Debentures aggregating to ` 5 103 crore as at March 31, 2020. the Trustee has issued
notices stating that all monies due in respect of Non-Convertible Debenture are recalled and due and payable forthwith.
(c) Subsequent to the balance sheet date the Trustee of the remaining debenture holders aggregating to ` 11 157 crore have
issued notices stating that all monies dues in respect of Non-Convertible Debentures are recalled and due and payable
forthwith. Accordingly the entire dues payable to Debenture Holders are due and payable forthwith.
(d) Maturity profile and rate of interest of Non-Convertible Debentures on the basis of original scheduled maturity payment
dates and without netting off prepaid brokerage of ` 100 crore are set out below (Refer note no. 42):
72
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Rate of Interest 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26 2026-27 2027-28 2028-29 Total
# - 450 - - - - - - - - 450
8.20% 75 - - - - - - - - - 75
8.25% 20 350 - - - - - - - - 370
8.28% 235 - - - - - - - - - 235
8.32% - 400 - - - - - - - - 400
8.42% - - 14 - - - - - - - 14
8.47% - - 25 - - - - - - - 25
8.50% - - 480 - - - - - - - 480
8.65% - - 20 - - - - - - - 20
8.75% - 15 245 170 191 - - - - - 621
8.80% - - - - 300 - - - - - 300
8.83% - - - 1 000 - - - - - - 1 000
8.85% - - 200 - - - - 1 500 - - 1 700
8.90% - - 500 - - - - - - - 500
8.93% - - - - - - - - 900 - 900
9.00% - - - - - - - 1 500 - - 1 500
9.05% - - - - - - - - 1 500 - 1 500
9.12% - 15 - - - - - - - - 15
9.25% 150 - - - 6 - - - - - 156
9.32% - - - - - 20 - - - - 20
9.40% - - - - 1 500 - - - - - 1 500
9.42% - - - - - 40 - - - - 40
9.50% - - - - 5 - - - - - 5
9.65% - - - - - 250 - - - - 250
9.70% 15 - - - - - - - - - 15
9.80% - - - 500 - - - - - - 500
9.85% - - - 45 - - - - - - 45
9.90% - 500 - 75 - - - - - - 575
9.95% - - - 85 - - - - - - 85
10.00% - - - 10 - - - - - - 10
10.05% - - - 7 - - - - - - 7
10.10% - - - 10 - 1 070 - - - - 1 080
10.15% - - - - - - 8 - - - 8
10.19% - - - - 155 - - - - - 155
10.20% - - - 82 - - - - - - 82
10.25% - - - 40 - - - - - - 40
10.28% 15 - - - - - - - - - 15
10.35% - 155 - 5 - - - - - - 160
10.40% - - - 350 - - - - - - 350
10.50% - - 25 20 15 - - - - - 60
10.60% - - 83 51 - - - - - - 134
10.75% - - 367 - - - - - - - 367
MLD 141 161 92 86 - - - - - 16 496
TOTAL 651 2 046 2 051 2 536 2 172 1 380 8 3 000 2 400 16 16 260
73
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
16 Borrowings (other than debt securities)
At amortised cost
Term loan from banks / financial institutions
- Secured 622 609
- Unsecured - 193
Inter corporate deposit
- Secured 73 -
- Unsecured 315 -
- Unsecured from related party 174 -
Commercial paper - unsecured - 932
Total (A) 1 184 1 734
a) Maturity profile of Term loans from banks / Financial institutions are set out below :
* Does not include any undisputed amounts due and outstanding which are liable to be transferred to the Investor Education and
Protection Fund created pursuant to Section 125 of the Companies Act 2013.
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
18 Provisions
Provision for Employee benefits
Gratuity 1 1
Provision Others
Financial Guarantee Obligation 243 346
Assets and advances 19 20
Total 263 367
74
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
19 Other non-financial liabilities
Advance receipts from customers [* ` 47 26 536 (** ` 46 84 559)] * **
Other Payables 47 37
Total 47 37
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
Number ` Number `
20 Equity share capital
Authorised
Equity shares of ` 10 each 30 00 00 000 300 30 00 00 000 300
Preference shares of ` 10 each 10 00 00 000 100 10 00 00 000 100
Issued and subscribed
Equity shares of ` 10 each 25 40 53 108 254 25 40 53 108 254
Paid up
Equity shares of ` 10 each 25 27 08 902 252 25 27 08 902 252
Add: Forfeited shares (amount originally paid up on 13 44 206 13 44 206 1 13 44 206 1
equity shares of ` 10 Each (previous year 13 44 206)
Total 253 253
a) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the year.
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
Number ` Number `
Outstanding at the beginning of the year 25 27 08 902 253 25 27 04 682 253
Stock options exercised under the ESOS (* ` 42 200) - - 4 220 *
Shares issued during the year - - - -
Outstanding at the end of the year 25 27 08 902 253 25 27 08 902 253
b) Terms and rights attached to equity shares
The Company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one vote
per share held.
In the event of liquidation of the Company the holder of equity shares will be entitled to receive remaining assets of the
Company. The distribution will be in proportion to the number of equity shares held by the shareholder.
c) Shares reserved for issue under options
Information relating to the Reliance Capital Limited Employee Stock Option Scheme (ESOS) including details regarding
options issued exercised and lapsed during the year and options outstanding at the end of the reporting period is set out
in Note No. 33.
75
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
e) As on March 31 2020 10 98 393 equity shares (Previous year 12 11 665 equity shares) are held by custodian against
which depository receipts have been issued.
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
21 Other Equity
Securities premium
Opening balance 3 659 3 658
Add/(Less) : Changes during the year (* ` 3 10 000) * 1
Closing balance 3 659 3 659
Capital redemption reserve 10 10
Capital reserve 779 779
Statutory reserve fund
Opening balance 1 875 1 844
Add/(Less) : Changes during the year - 31
Closing balance 1 875 1 875
General reserve 4 817 4 817
Retained earnings
Opening balance (2 296) (2 093)
Net profit / (loss) for the year (5 465) 157
Add/(Less) : Transfer to Statutory Reserve Fund - (31)
Add/(Less) : Proposed Dividend - (276)
Add/(Less) : Tax on Proposed Dividend - (53)
Closing balance (7 761) (2 296)
Treasury Shares 2 2
Other comprehensive Income
Opening balance (238) (71)
Add/(Less) : Changes during the year (31) (167)
Closing balance (269) (238)
RCAP ESOP Trust Reserve
Opening balance 7 11
Add/(Less) : Changes during the year 3 (4)
Closing balance 10 7
Total 3 121 8 615
76
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
c) Capital reserve
The Reserve is created based on statutory requirement under the Companies Act 2013. This is not available for distribution
of dividend but can be utilised for issuing bonus shares. Includes ` 773 crore (Previous year ` 773 crore) created pursuant to
the Scheme of Amalgamation approved by High Court which shall for all regulatory and accounting purposes be considered
to be part of the owned funds / net worth of the Company.
d) Statutory reserve fund
Created pursuant to Section 45-IC of the Reserve Bank of India Act 1934.
e) General reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the
general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive
income items included in the general reserve will not be reclassified subsequently to profit or loss. Includes ` 3 837 crore
(Previous year ` 3 837 crore) created pursuant to Scheme of Amalgamation.
f) Other comprehensive Income
The Company has elected to recognise changes in the fair value of certain investments in equity securities in other
comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity. The
Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.
g) ESOP trust reserve and Treasury shares
Profit of RCAP ESOP trust is recognised in RCAP ESOP trust reserve.
(` in crore)
Particulars 2019-20 2018-19
22 Interest income
On financial assets measured at amortised costs:
- Loans 1 257 1 359
- Fixed Deposits and others 1 36
On financial assets measured at FVTPL:
Interest income from investments (* ` 2 71 254) * 718
Total 1 258 2 113
23 Fees Income
Management Fee 33 36
Total 33 36
24 Other operating income
Bad debt recovered - 5
Other operating income [` 11 79 990 (Previous Year ` 15 51 617)] - -
Total (* ` 11 79 990) * 5
25 Other income
Credit balance / Excess provision written back - 2
Miscellaneous income 4 3
Total 4 5
26 Finance cost
On financial liabilities measured at amortised cost:
Interest and finance charges
Debentures 1 518 1 618
Bank / Financial institutions 74 89
Inter corporate deposits 90 29
Commercial Papers 18 87
Others (* ` 8 18 741) * 1
Amortised Brokerage 36 57
On financial liabilities measured at FVTPL:
Debentures 28 56
Total 1 764 1 937
77
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars 2019-20 2018-19
27 Net gain/(Loss) on fair value changes
Realised (868) (830)
Unrealised 1 313 1 529
Total 445 699
28 Impairment on financial instruments (net)
On financial instruments measured at amortised cost:
Loans and interest 11 (4 245)
Financial guarantee obligation (103) (1 158)
Bad debts written off 4 611 3 873
Loss on sale of assignment - 877
Total 4 519 (653)
29 Employee benefits expenses
Salaries and wages 46 45
Contribution to provident and other funds 2 3
Staff welfare expenses 2 3
Total 50 51
30 Other expenses
Bank charges [` 7 03 514, (Previous Year ` 2 04 163)] - -
Rental charges 1 21
Rates and taxes 1 2
Repairs and maintenance
- Buildings [` 11 76 204 (Previous Year ` 12 83 614)] - -
- Others 6 7
Electricity [` 25 04 758 (Previous Year ` 30 61 299)] - -
Insurance 1 1
Travel and conveyance 1 2
Postage, telegram and telephones 1 1
Legal & Professional fees 27 26
Payments to auditors [refer note (a) below] 1 1
Sales and marketing expenses 2 1
Employee seminar and training (` 2 32 177) - 1
Donation [` 1 00 000, (Previous Year ` 1 12 062)] - -
Corporate social responsibility (CSR) expenditure - 6
Directors' sitting fees [` 33 13 600, (Previous Year ` 44 47 200)] - -
Loss on retirement of property, plant and equipment (net) 2 1
Miscellaneous expenses 2 3
Total 45 73
a) Breakup of Auditors’ remuneration
Audit fees (* ` 32 00 000) * 1
Tax audit fees [` Nil (Previous Year ` 1 07 500)] - -
Certification charges and other reimbursement - -
[` 20 08 071(Previous Year ` 1 64 090)]
Total (* ` 52 08 071) * 1
b) Contribution for corporate social responsibility (CSR)
During the year 2019-20, the Company was required to spend an amount of Rs. 4 crore on CSR activities. The Company
is facing severe financial stress. Further the Hon’ble Delhi High Court vide its Order dated November 20, 2019, has
placed restraint on the Company on incurring expenses other than in ordinary course of business. In view of the aforesaid,
the Company has not spent the amount on CSR activities this year. The Company is committed to spend on CSR in the
long term.
The Company during the Previous year has incurred Rs. 6 crore in cash, being 2% of the average net profit during the
three immediately preceding financial years, calculated in the manner as stated in the Act towards Corporate Social
Responsibility through a non-profit center engaged in the provision of health care for the purpose other than construction
/ acquisition of asset.
78
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
31 Income tax
a) The components of income tax expense for the years ended March 31, 2020 and March 31, 2019 are:
(` in crore)
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Current tax - -
Adjustment in respect of current income tax of prior years - -
Deferred tax - -
Total - -
b) Deferred tax assets/liabilities
The balance comprises temporary differences attributable to the below items and corresponding movement in deferred tax
liabilities / assets:
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
Deferred tax liability :
Related to property, plant and equipment 7 11
Capital gain effects with STT - 594
Deferred expenses -DSA & Brokerage 34 46
41 651
Deferred tax asset :
Carry forward losses 1 602 -
Provision for gratuity [ ` 17 28 080 (Previous Year ` 28 00 119)] - -
Provision for expected credit loss 1 099 1 131
2 701 1 131
Net deferred tax liability / (asset) (2 660) (480)
Note: As a matter of prudence, the company has decided not to recognise deferred tax assets (net) in books of accounts.
(` in crore)
Particulars 2019-20 2018-19
Profit Before Tax to Taxable Profit (5 465) 157
Tax at the Indian Tax rate 34.944% (1 910) 55
Tax Losses on which no deferred tax has been created 1 766 1 597
Expenses / (receipts) not allowable / (offered) for tax purpose 177 (1 599)
Effect of Income which are exempt from tax (33) (53)
Income tax expense charged to Statement of Profit and Loss - -
d) Tax Losses and Tax Credits
(` in crore)
Particulars 2019-20 2018-19
Unused Brought Forward Loss for which no deferred tax asset has been 4 649 4 649
recognised (Refer Note)
Unused Mat Entitlement Credit for which no deferred tax asset has been 373 373
recognised
Note: The unabsorbed tax losses has been considered to the extent of amount determined and claimed in the income tax
returns filed with the Income Tax Authorities
79
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
32 Tax on dividend
In view of Section 115-O of the Income Tax Act 1961 the Company has reduced its dividend tax liabilities to the extent
dividend received from its subsidiary company:
(` in crore)
Particulars 2019-20 2018-19
Company Dividend
Company paid / proposed dividend - 268
Less: Dividend received from subsidiary - 21
Dividend for distribution tax - 157
Dividend distribution tax thereon - 53
33 Employee share based payments
a) The Company introduced ESOP 2015 which covers eligible employees of the Company and its subsidiaries. The vesting of
the options is from expiry of one year till five years as per Plan. Each Option entitles the holder thereof to apply for and be
allotted/transferred one Equity Share of the Company upon payment of the exercise price during the exercise period.
Details of scheme of Employee Stock Option Plan is as under:
ESOS 2015
Date of Grant October 15 2015
Price of Underlying Stock (`) 396
Exercise Price (`) 396
* In terms of the provisions of the ESOS exercise price of ` 396 has been adjusted to ` 296 on account of corporate
action for demerger of Real Estate Lending Business of the Company in line with the difference in the volume weighted
average price of the Equity Shares of the Company on the National Stock Exchange of India Limited on pre and post
demerger date.
The fair value of the options granted was estimated on the date of grant using the Black Scholes Model with the following
assumptions:
80
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
b) The Company introduced ESOS 2017 which covers eligible employees of the Company and its subsidiaries. The vesting of
the options is from expiry of one year till four years as per Plan. Each Option entitles the holder thereof to apply for and be
allotted / transferred one Equity Share of the Company upon payment of the exercise price during the exercise period.
Details of ESOS 2017:
Risk Free Interest Rate 6.25% - 6.59% 6.89%- 7.46% 7.13%- 7.34% 7.78%- 8.06% 7.04%- 7.20%
Expected Dividend 1.59% 2.38% 2.45% 4.07% 8.05%
Yield
Expected Life (years) 2.50 to 5.51 2.50 to 5.51 4.01 to 5.51 2.50 to 5.51 4.01 to 5.51
Expected Volatility 39.58% to 42.75% to 42.69% to 42.23% to 46.01% to
41.92% 42.03% 41.93% 42.77% 45.17%
Weighted Average Fair 829 597 593 86.64 33.96
Value (`)
The information covering stock options granted exercised forfeited and outstanding at the year end is as follows:
(As certified by the management)
81
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
34 Employee benefits
a) Defined contribution plans
Contribution to defined contribution plans recognised as expense for the year is as under:
(` in crore)
Particulars 2019-20 2018-19
Employer’s contribution to provident fund 1 2
Employer’s contribution to superannuation fund - -
[` 5 89 055 (Previous year ` 6 43 184)]
Employer’s contribution to pension scheme 1 1
b) Defined benefit plans
The Company has a defined benefit gratuity plan in India (funded). The Company’s defined benefit gratuity plan is a final
salary plan for India employees which requires contributions to be made to a separately administered fund. The gratuity
plan is governed by the Payment of Gratuity Act 1972. Under the act employee who has completed five years of service
is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at
retirement age.
The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and
the funded status and amounts recognised in the balance sheet for the respective plans:
i) Balance Sheet
(` in crore)
Present value Fair value of Net
of obligation plan assets amount
As at April 01 2018 4.60 4.64 (0.04)
Current service cost 0.43 - 0.43
Interest expense/(income) 0.37 0.38 (0.01)
Liability transferred in / Acquisition 0.17 - 0.17
Liability transferred in / Divestments - - -
Return on plan assets - (0.17) 0.17
Actuarial loss / (gain) arising from change in financial assumptions 0.16 - 0.16
Actuarial loss / (gain) arising from change in demographic assumptions - - -
Actuarial loss / (gain) arising on account of experience changes 0.06 - 0.06
Employer contributions - 0.03 (0.03)
Benefit payments (1.44) (1.44) -
As at March 31 2019 4.35 3.44 0.91
Current service cost 0.42 - 0.42
Interest expense/(income) 0.33 0.27 0.06
Liability transferred in / Acquisition 0.10 - 0.10
Liability transferred in / Divestments (0.63) (0.63 ) -
Return on plan assets - (0.19) 0.19
Actuarial loss / (gain) arising from change in financial assumptions 0.20 - 0.20
Actuarial loss / (gain) arising from change in demographic assumptions 0.12 - 0.12
Actuarial loss / (gain) arising on account of experience changes (0.24) - (0.24)
Employer contributions - 1.16 (1.16)
Benefit payments (1.12) (1.12) -
As at March 31 2020 3.53 2.93 0.60
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
Present value of plan liabilities 3.53 4.35
Fair value of plan assets 2.93 3.44
Plan liability net of plan assets 0.60 0.91
82
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars 2019-20 2018-19
Employee Benefit Expenses - 0.42
Current service cost 0.42 0.43
Total 0.42 0.84
Finance cost 0.06 (0.01)
Net impact on the profit before tax 0.48 0.83
Remeasurement of the net defined benefit liability:
Return on plan assets excluding amounts included in interest expense/ 0.19 0.17
income
Actuarial gains/(losses) arising from changes in demographic assumptions 0.12 -
Actuarial gains/(losses) arising from changes in financial assumptions 0.20 0.16
Actuarial gains/(losses) arising from changes in experience (0.24) 0.06
Net impact on the other comprehensive income before tax 0.27 0.39
iii) Expenses recognised in Other Comprehensive Income (OCI)
Particulars As at As at
March 31 2020 March 31 2019
Expected return on plan assets 7.59% 8.08%
Discount rate 7.59% 8.08%
Salary escalation rate* 6.00% 6.00%
Rate of employee turnover Category wise Category wise
Mortality rate during employment Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2006-08) (2006-08)
Mortality rate After employment N.A. N.A.
* takes into account the inflation seniority promotions and other relevant factors
vi) Sensitivity Analysis
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
Projected benefit obligation on current assumption 4.35 4.35
Delta effect of +1% change in rate of discounting (0.17) (0.31)
Delta effect of -1% change in rate of discounting 0.19 0.35
Delta effect of +1% change in rate of salary increase 0.19 0.36
Delta effect of -1% change in rate of salary increase (0.17) (0.32)
Delta effect of +1% change in rate of employee turnover (* ` 8 286) * 0.03
Delta effect of -1% change in rate of employee turnover [(* ` 11 314)] (*) (0.03)
The sensitivity analysis has been determined based on reasonably possible changes of the respective assumptions
occurring at the end of the reporting period while holding aa other assumptions constant. The sensitivity analysis
83
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that
the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore in presenting the above sensitivity analysis the present value of the projected benefit obligation has
been calculated using the projected unit credit method at the end of reporting period which is the same method as
applied in calculating the projected benefit obligation as recognised.
vii) Maturity
The defined benefit obligations from fund shall mature after year end as follows:
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
1st Following Year 0.41 0.66
2nd Following Year 0.61 0.19
3rd Following Year 0.30 0.24
4th Following Year 0.40 0.20
5th Following Year 0.34 0.31
Sum of 6 to 10 1.36 1.77
Sum of Years 11 and above 1.80 5.51
The average duration of the defined benefit obligation is 6 years (previous year 7 years)
c) Phantom Stock Option Scheme:
As a long term incentive plan to employees the Company has initiated Phantom Stock Option Plan on October 15, 2015
which are cash settlement rights where the employees are entitled to get cash compensation based on an agreed formulae
linked to market value of subsidiary company shares upon exercise of phantom stock options over notional or hypothetical
shares.
Liability towards the scheme is accounted for on the basis of an independent actuarial valuation done at the year end. The
valuation of the shares is done considering the Projected Unit Credit Method and the progression of share price up to the
exercise of the option. Fair Value of Phantom Stock Options was estimated on the date of grant on the assumptions of
Discount Rate of 6.77% and Expected Life of 4 years.
Vested Phantom Options can be exercised on continuation of employment any time upto 3 years from the date of last
vesting and upon cessation of employment as per the terms of the Scheme. Settlement of Phantom Option is done in cash
within 90 days from the date of exercise. For the current year the Company has closed the scheme and paid the amount.
35 Segment information
The Company is primarily engaged in the Finance & Investment activities and all other activities revolve around the main business
of the Company. The Financial results of the Company have been prepared in accordance with the Companies (Indian Accounting
Standards) Rules 2015 as amended and as prescribed under Section 133 of the Companies Act 2013 and all activities are
conducted within India and as such there is no separate reportable segment as per the Ind AS 108 “Operating Segments”.
36 Related party transactions
A. List of Related Parties and their relationship:
i) Entity having significant influence on the Company
Reliance Innoventures Private Limited (RIPL)
ii) Individual Promoter
Shri Anil D. Ambani the person having significant influence during the year
iii) Subsidiaries
Reliance Capital Pension Fund Limited (RCPFL)
Reliance General Insurance Company Limited (RGICL)
Reliance Nippon Life Insurance Company Limited (RNLICL)
Reliance Health Insurance Limited (RHIL)
Reliance Commercial Finance Limited (RCFL)
Reliance Home Finance Limited (RHFL) (ceased w.e.f. March 5, 2020)
Reliance Securities Limited (RSL)
Reliance Commodities Limited (RCoL)
Reliance Financial Limited (RFL)
Reliance Wealth Management Limited (RWML)
Reliance Money Solutions Private Limited (RMSPL)
Reliance Money Precious Metals Private Limited (RMPMPL)
84
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
Loans Given
a) Given during the year 2019-20 2 137 469 - 2 606
2018-19 170 6 38 214
85
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars Year Subsidiaries Others Associates Total
(B above)
b) Returned / Adjusted during the year 2019-20 215 10 10 235
2018-19 96 1 219 8 1 323
c) Assignment of loan 2019-20 - - - -
2018-19 - 877 - 877
d) Closing Balances 2019-20 2 002 464 20 2 486
2018-19 80 5 30 115
Advances
a) Closing Balances (* ` 24 442) 2019-20 25 - 8 33
2018-19 10 - * 10
Debentures
a) Redeemed during the year 2019-20 66 - - 66
2018-19 241 - - 241
b) Closing Balances 2019-20 143 - - 143
2018-19 138 - - 138
86
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars Year Subsidiaries Others Associates Total
(B above)
d) Brokerage paid during the year 2019-20 1 - - 1
2018-19 1 - - 1
e) Reimbursement of Expenditure 2019-20 3 - - 3
2018-19 - - - -
f) Professional Fees 2019-20 8 - - 8
2018-19 - - - -
g) Fair value change on Investments 2019-20 1 404 7 134 1 545
2018-19 - 62 - 62
h) ECL provision on loan and interest (net) 2019-20 139 32 (*) 171
*(` 35 90 976) 2018-19 3 (1 308) 1 (1 304)
i) Bad debts written off/ loss on sale of 2019-20 - - - -
assignment 2018-19 - 1 313 - 1 313
Contingent liability
a) Guarantees to banks and financial 2019-20 450 658 411 1 519
institutions on behalf of third parties. 2018-19 200 50 - 250
b) Guarantees from third parties. 2019-20 - 1 673 - 1 673
2018-19 - 1 388 - 1 388
87
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
Debentures (Borrowings)
2019-20
Debentures redeemed during the year include ` 63 crore to RFL. Debentures balance as at March 31 2019 includes ` 127
crore to RGICL. Accrued Interest on debentures as at March 31 2020 include ` 12 crore to RGICL
2018-19
Debentures redeemed during the year include ` 2 crore to RSL ` 70 crore to RGICL and ` 165 crore to RFL. Debentures
balance as at March 31 2019 includes ` 2 crore to RSL ` 127 crore to RGICL ` 8 crore to RFL and ` 1 crore to RCoL.
Accrued Interest on debentures as at March 31 2019 include ` 4 crore to RGICL
Income
2019-20
Interest & Finance Income includes ` 108 crore from RCASL ` 49 crore from RCF ` 35 crore from RBEPL and ` 4 crore
from RARCL. Dividend Income includes ` 13 crore from RGIC and ` 79 crore from RNLAML. Reimbursement of Expenditure
include ` 3 crore from RGICL ` 1 crore from RSL ` 4 crore from RNLICL `2 crore from RCFL `1 crore from RHFL and ` 1
crore from RNLAM. Management Fees include ` 6 crore from RGICL ` 6 crore from RSL ` 6 crore from RHFL `6 crore from
RCFL ` 6 crore from RNLICL and ` 3 crore from RNLAM. Other operating incomes includes ` 3 90 000 from RARCL.
2018-19
Interest & Finance Income includes ` 1 crore from RSL ` 1 crore from RNext ` 15 crore from RBEPL ` 49 crore from
RIL and ` 50 crore from RCIL. Rent income include ` 9 00 000 from RCIL. Dividend Income includes ` 13 crore from
RGIC ` 7 crore from RCFL ` 23 crore from RHF ` 105 crore from RNLAML and ` 1 crore from RARCL. Reimbursement of
Expenditure include ` 5 crore from RGICL ` 4 crore from RNLAM ` 1 crore from RSL ` 1 crore from RHFL ` 6 crore from
RNLICL and ` 3 crore from RCFL. Management Fees include ` 6 crore from RGICL ` 6 crore from RSL ` 6 crore from RHFL
` 6 crore from RCFL ` 6 crore from RNLICL and ` 6 crore from RNLAM. Other operating incomes includes ` 3 40 000
from RARCL.
Expenditure
2019-20
Finance cost paid include ` 17 crore to RGICL ` 20 crore to RFL and ` 24 crore to GCLLP. Insurance include ` 1 crore to
RGICL and `8 37 000 to RNLICL. Brokerage paid during the year ` 1 crore to RSL. Reimbursement of Expenditure include
` 3 crore to RGICL. Professional Fees include ` 8 crore to RSL. Fair value change on investments include provision of ` 644
crore of RSL ` 332 crore of RCF ` 230 crore of RCASL ` 4 crore of RCL ` 3 crore of RPower and ` 134 crore of RHFL.
ECL provision on loan and interest (net) Rs 52 crore to RCASL ` 87 crore to RCFL ` 37 crore to RBE ` (6 crore) to RCGL
and Rs (35 90 976) to RARC. Employee benefit expenses include `47 63 197 to Shri Vaibhav Kabra `1 crore to Shri Atul
Tandon ` 4 crore to Shri Amit Bapna and ` 1 crore to Shri Jai Anmol Ambani.
2018-19
Finance cost paid include ` 17 crore to RGICL ` 20 crore to RFL and ` 44 21 650 to RSL. Insurance include ` 1 crore
to RGICL and `14 16 250 to RNLICL. Brokerage paid during the year ` 1 crore to RSL. Fair value change on investments
include provision of ` 62 crore of RCL. ECL provision on loan and interest (net) Rs 3 crore to RSL Rs (275 crore) to RCL
` (450 crore) to RCIL ` (427 crore) to RIL and Rs 1 crore to RARC. Bad debts written off / loss on sale of assignment
include ` 275 crore of RCL ` 450 crore of RCIL and ` 427 Crore of RIL. Employee benefit expenses include ` 4 crore to
Shri Amit Bapna `1 crore to Shri Atul Tandon and ` 1 crore to Shri Jai Anmol Ambani.
Contingent Liability
2019-20
Guarantees to Banks and Financial Institutions on behalf of third parties include ` 450 crore for RCFL ` 408 crore for RBEPL
` 250 crore for RPower and ` 400 crore for RHFL. Guarantee from third parties include ` 1 673 crore from RInfra.
2018-19
Guarantee to Banks and Financial Institutions on behalf of third parties include ` 200 crore for RCFL ` 50 crore for RBEPL.
Guarantees from third parties include ` 1 388 crore from RInfra.
Notes :
Expenses incurred towards public utilities services such as communication and electricity charges have not been considered
for related party transaction.
The above discloses transactions entered during the period of existence of related party relationship. The balances and
transactions are not disclosed before existence of related party relationship and after cessation of related party relationship.
In addition to the above Director Sitting Fees of ` 2 00 000 (FY 2018-19 ` 2 40 000) has been paid to Shri Anil D.
Ambani the person having significant influence during the year.
The Company has provided security amounting to ` 707 crore for the Listed Secured Non-Convertible Debentures of its
associate viz. Reliance Home Finance Limited by way of first pari passu hypothecation charge on all present and future
book debts and business receivables of the Company (except security created / to be created towards securing term loans
and cash credit limits). Business receivables includes current assets and investments. During the year the security has been
terminated.
88
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
37 Operating lease commitments
Company as lessor
The Company has given assets on operating lease which expire upto FY 2021-22 (Previous Year, FY 2021-22).
Within one year of the balance sheet date 2 5
Due in a period between one year and five years (* ` 37 88 318) * 7
Due after five years - -
Company as lessee
The Company has on lease office premises which are of short term nature which are of period of less than 12 months. Lease
rentals expenses recognised in the books of account is amounting to ` 1 Crore ( Previous year ` 21 crore)
(` in crore)
Particulars 2019-20 2018-19
38 Basic and the diluted earnings per share (EPS)
a) The basic earnings per share has been calculated based on the following:
Net profit / (loss) after tax available for equity shareholders (5 465) 157
Weighted average number of equity shares 25 11 08 902 25 11 07 838
b) The reconciliation between the basic and the diluted earnings per share is as follows:
Basic earnings per share (217.63) 6.26
Effect of outstanding stock options - 0.01
Diluted earnings per share (217.63) 6.25
c) Weighted average number of equity shares is computed for the purpose of calculating diluted earnings per share
after giving the dilutive impact of the outstanding stock options for the respective years.
Weighted average number of shares for computation of Basic EPS 25 11 08 902 25 11 07 838
Dilutive effect of outstanding stock options - 2 75 609
Weighted average number of shares for computation of Diluted EPS 25 11 08 902 25 13 83 447
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
39 Contingent liabilities
- Guarantees to Banks and Financial Institutions on behalf of third parties 3 452 4 278
- Claims against the Company not acknowledge as debt (Refer note below) 214 56
Total 3 666 4 334
Claims against the Company not acknowledge as debt include income tax claims for the AY 2017-18 of ` 12 crore. The
company has filed for appeal and rectification request against the demand raised by income tax authorities. In past same
demand has been cancelled by the higher authorities hence the Company does not expect any liability against the same.
40 Capital commitments
‘Estimated amount of contracts remaining to be executed on capital account 59 60
(net of advances)
Total 59 60
41 a) The Company has exposure by way of Loans Investments (including interest accrued thereon) and Guarantees in Reliance
Commercial Finance Limited (RCF) and Reliance Home Finance Limited (RHF) aggregating to ` 4 935 crore outstanding as on
March 31 2020. The lenders of these companies have entered into Inter-Creditor Agreement (ICA) for the resolution of their
exposure in accordance with the notification dated June 7 2019 issued by Reserve Bank of India on Prudential Framework for
Resolution of Stressed Assets. Both the entities are progressing on implementing their Resolution Plans under ICA which is
valid till June 30, 2020. Though the Company is confident of implementation of the resolution plans pending finalisation of
the same the Company on a conservative basis has made an adequate impairment provision of ` 742 crore against the above
exposure in the books of account.
b) The Company had pledged its entire equity holding (25 15 49 920 shares) in Reliance General Insurance Company Limited
(RGIC) in favour of IDBI Trusteeship Services Limited (Trustee) against dues of third party guaranteed by the Company. The
Trustee on November 19, 2019 invoked the pledge and presently holds the shares of RGIC in their custody. vide orders
dated December 4, 2019 and December 27, 2019 Insurance Regulatory and Development Authority of India (IRDAI) has
informed the Company that the shares are being held by the Trustee in the capacity as Trustee and the shares have not
been transferred. The said order was challenged in Securities Appellate Tribunal Mumbai (SAT) and SAT vide order dated
February 27, 2020 also confirmed that the Trustee is also holding shares as Trustee / custodian and will not exercise any
control over RGIC and cannot exercise any voting rights on shares of RGIC. Accordingly RGIC continues to be a wholly owned
subsidiary of the Company.
89
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
c) The Company had pledged 3.35% equity shares (2 04 97 423 shares ) of Nippon Life India Asset Management Limited
in favour of IndusInd Bank Limited (IBL) against due of third party. IBL has illegally invoked the pledge which has been
challenged by the Company before the Hon’ble High Court of Bombay. The High Court has referred the matter to the
arbitration wherein pursuant to an interim application by the Company a Status Quo order has been passed. Accordingly, the
said shares continue to remain in a separate demat account and the matter is now pending for filing of Statement of Claim
by the Company. Accordingly the Company continues to consider its rights on the above referred shares. for the guarantee
given on behalf of group company.
d) The Trustee to the Debenture holders of the Company has initiated proceedings against the Company before the Debt
Recovery Tribunal Mumbai. The application of the trustee is listed for hearing on May 8 2020. The Company is also
considering to file an appeal before Debt Recovery Appellate Tribunal against such proceedings.
e) The Scheme of Amalgamation of Reliance Health Insurance Limited (RHIL) 100% subsidiary of the Company with Reliance
General Insurance Company Limited (RGICL) has been approved by board of directors of RHIL & RGICL. The application for
approval of amalgamation has been filed with IRDAI on January 13, 2020 and the application is under process with IRDAI.
Considering the proposed Scheme of Amalgamation no impairment has been considered necessary in the books of account
on the investment held by the Company in RHIL.
f) The Company’s previous auditor after resigning from the office in June 2019 submitted a report under Section 143(12) of
the Companies Act 2013 with the Ministry of Corporate Affairs for matters relating to Financial Year 2018-19. The Company
has examined the matter and also appointed legal experts who independently carried out an in-depth examination of the
matters and issues raised therein and have concluded that there was no matter attracting the provisions of Section 143(12)
of the Companies Act 2013. The matter is under consideration with the Ministry of Corporate Affairs.
g) The Company has given Inter corporate deposits to one entity aggregating to ` 390 crore net of provisions which are fully
secured by way of first charge on their assets and additionally secured by a corporate guarantee by a group company. The
balance amount is expected to be recovered soon. The Company has evaluated the financial position and the repayment
capacity of the above entities and believes that no adjustments are required to the carrying value of the said exposures.
h) The Company has defaulted in repayment of obligation to the Lenders & Debenture holders and has incurred losses during
the year which indicate material uncertainty exists that may cast a significant doubt on the Company’s ability to continue
as a Going Concern. The Company is in the process of meeting its obligations by way of time bound monetization of its
assets subject to approval from regulators, court and lenders. Accordingly, the financial results of the Company have been
prepared on a “Going Concern” basis.
42 The Company has defaulted on principal and / or interest to certain lenders including debenture holders who have issued
recall notices the details of which are as under:
Due as of March 31, 2020
Particulars Amount of Default Maximum days of Default
(` in crore)
Name of the lenders / ISIN Principal Interest Principal Interest
1. Loans from Bank and financial institutions
Housing Development Finance Corporation Limited 24 23 91 122
Axis Bank Limited 10 4 128 152
90
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
91
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
Investments & loans to group companies as a proportion of Net Assets (%) 94% 93%
Investments in equity shares and compulsory convertible instruments of group 65% 69%
Companies as a proportion of Net Assets (%)
Capital Adequacy Ratio (%) [Adjusted Net worth / Risk Weighted Assets] 10% 26%
Leverage Ratio (Times) [Outside Liabilities / Adjusted Networth] 8.41 2.8
Regulatory capital Tier I capital which comprises share capital share premium special reserves share option outstanding
account retained earnings including current year profit less accrued dividends. Certain adjustments are made to Ind AS–
based results and reserves as prescribed by the Reserve Bank of India.
44 Disclosure of loans / advances and investments in its own shares pursuant to Regulation 53 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
(` in crore)
Particulars Outstanding Balance Maximum Balance
Outstanding
March 31 March 31 2019-20 2018-19
2020 2019
i) Loans and advances in the nature of loans to subsidiaries
a) Reliance Securities Limited 51 75 89 75
b) Reliance ExchangeNext Limited 5 5 5 6
c) Reliance Corporate Advisory Services Limited 1 420 - 1 430 -
d) Reliance Commercial Finance Limited 527 - 527 -
e) Reliance Home Finance Limited - - - 55
ii) Loans and advances in the nature of loans to associates -
a) Reliance Asset Reconstruction Company Limited 20 30 30 30
iii) Loans and advances in nature of loans to firms / - - - -
companies in which directors are interested.
No. of shares Amount in `
iv) Investments by loanee in the shares of parent company - - - -
and subsidiary company when the company has made
a loan or advance in the nature of loan.
92
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
45 Disclosure of details as required by Para 19 of Core Investment Companies (Reserve Bank) Directions 2016 (RBI CIC
Directions)
(i) Funding Concentration based on significant counterparty for borrowings
Market borrowings 2019-20 1 590 482 50 676 460 4 587 3 552 5 424 16 821
2018-19 596 1 029 705 124 668 4 152 1 865 9 645 18 784
Assets
Cash and cash 2019-20 6 - - - - - - - 6
equivalent 2018-19 2 - - - - - - - 2
93
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars Financial 1 day Over 1 Over 2 Over 3 Over 6 Over 1 Over Over 5 Total
Year to month months months months year to 3 years years
30/31 to 2 to 3 to 6 to 1 3 years to 5
days months months months year years
Loans 2019-20 - - 102 778 764 4 725 - - 6 369
2018-19 - - 30 - 86 6 441 - - 6 557
Notes to the Standalone Financial Statement for the year ended March 31, 2020
47 Disclosure of details as required by Para 22 of Core Investment Companies (Reserve Bank) Directions 2016 (RBI CIC
Directions)
(` in crore)
Particulars Amount Outstanding Amount Overdue
March March March March
31 2020 31 2019 31 2020 31 2019
1) Loans and advances availed by CIC inclusive of interest
accrued thereon but not paid
a) Debentures
(Other than falling within the meaning of public
deposits)
i) Secured [inclusive of ` 1481 crore (Previous 16 336 17 353 6 652 -
year ` 907 crore) interest accrued thereon]
ii) Unsecured[inclusive of ` 115 crore (Previous 1 520 1 463 76 -
year ` 58 crore) interest accrued thereon]
b) Deferred Credits - - - -
c) Term Loans [inclusive of ` 28 crore (Previous year 652 805 61
` Nil) interest accrued thereon]
d) Inter-corporate Loans and Borrowing [inclusive of 605 - 566 -
` 43 crore (Previous year ` Nil) interest accrued
thereon]
e) Commercial Paper - 933 - -
f) Other Loans - - - -
Note: above loans are without netting off prepaid brokerage of ` 102 crore (previous year 136 crore)
(` in crore)
Particulars Amount Outstanding
March 31 2020 March 31 2019
2) Break up of loans and advances including bills receivable other than those
included in (3) below (Gross Amount)(Refer Note (b) below)
a) Secured 6 185 8 885
b) Unsecured 2 856 305
9 041 9 190
Note:
a) Housing loans / loans against property and construction finance granted are secured by equitable registered
mortgage of property and / or undertaking to create a security and other loans and advances are secured by way
of hypothecation and/or pledging of the underlying asset.
b) In case of loans & advances given in para (2) above Impairment loss allowance ` 2 614 crore (Previous Year
` 2 577 crore)
3) Break up of leased assets and stock on hire and
Other assets counting towards AFC activities:
Lease assets including lease rentals under sundry debtors:
1) Financial lease (net of depreciation and lease adjustment) - -
2) Operating lease (net of depreciation) 9 14
4) Break up of investments
a) Current investments
1) Quoted
i) Shares
a) Equity 885 5 128
b) Preference - -
ii) Units of Mutual fund 32 71
2) Unquoted
i) Others
- Preference shares - -
- Pass Through Certificates - -
- Reliance Capital Partners - -
95
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars Amount Outstanding
March 31 2020 March 31 2019
b) Long term investments
1) Quoted
i) Shares
a) Equity 763 904
b) Preference - -
ii) Debentures and bonds - -
iii) Government securities - -
2) Unquoted
i) Shares
a) Equity 13 065 14 415
b) Preference 356 416
ii) Debentures and bonds - 100
iii) Units of Mutual fund - -
iv) GOI securities (` 45 000 (Previous year ` 45 000) - -
v) Others - -
a) Pass Through Certificates & Security Receipts 8 8
b) Units of Private Equity/Seed Fund 68 143
15 177 21 185
5) Borrower group-wise classification of assets financed (Gross Amount) as in (2) and (3) above:
(` in crore)
Particulars Secured Unsecured Total
March March March March March March
31 2020 31 2019 31 2020 31 2019 31 2020 31 2019
a) Related parties
1) Subsidiaries - - 2 035 89 2 035 89
2) Companies in the same group - - - 20 30 20 30
Associates
3) Other related parties - - 464 - 464 -
b) Companies in the same group - as per 6 185 8 885 312 139 6 497 9 024
CIC
c) Other than related parties 9 14 25 47 34 61
Total 6 194 8 899 2 856 305 9 050 9 204
6) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and
unquoted excluding stock in trade)
(` in crore)
Particulars Market value / Fair Value or NAV Book Value (Net of provisions)
March 31 2020 March 31 2019 March 31 2020 March 31 2019
a) Related parties
1) Subsidiaries 13 339 15 398 13 339 15 621
2) Companies in the same group - 97 5 582 843 5 208
Associates
3) Other related parties * - * -
(* ` 41 17 823)
b) Companies in the same group - as per 662 142 895 142
CIC
b) Other than related parties 100 214 100 214
Total 14 198 21 336 15 177 21 185
96
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
(` in crore)
Particulars March 31 2020 March 31 2019
7) Other information
a) Gross Non Performing Assets
1) Related Parties - -
2) Other than Related Parties - 586
b) Net Non Performing Assets
1) Related Parties - -
2) Other than Related Parties - -
c) Assets Acquired in satisfaction of Debt - -
Notes :
a) In case of unquoted investments in the absence of market value book value has been considered.
b) Gross Non Performing Assets and Net Non Performing Assets given above includes loans.
48 A comparison between provisions required under IRACP and impairment allowances made under Ind AS 109
(` in crore)
Asset Classification as per RBI Asset Gross Loss Net Provisions Difference
Norms classifica Carrying Allowances Carrying required between Ind
tion as Amount as (Provisions) Amount as per AS 109
per Ind AS per Ind AS as required IRACP provisions
109 under norms and IRACP
Ind AS 109 norms
(1) (2) (3) (4) (5)=(3)-(4) (6) (7) = (4)-(6)
Performing Assets - Loans
Standard Stage 1 2 915 181 2 734 12 169
Stage 2 6 068 2 433 3 635 24 2 409
Subtotal 8 983 2 614 6 369 36 2 578
Loss Stage 3 - - -
Subtotal for NPA - - - - -
97
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
98
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
99
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
100
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
The Companies policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.
The Company has put in place systems for quarterly monitoring of capital adequacy and necessary mitigation plan to address
deviation on a priority basis.
Expected credit loss measurement
Ind AS 109 outlines a ‘three-stage’ model for impairment based on changes in credit quality since initial recognition as summarised
below The objective of the impairment requirements is to recognise lifetime expected credit losses for all financial instruments for
which there have been significant increases in credit risk since initial recognition - whether assessed on an individual or collective
basis - considering all reasonable and supportable information including that which is forward-looking.
A financial instrument that is not credit-impaired on initial recognition is classified in ‘Stage 1’ and has its credit risk continuously
monitored by the Company.
If significant increases in credit risk (‘SICR’) since initial recognition is identified the financial instrument is moved to ‘Stage 2’ but
is not yet deemed to be credit-impaired.
If the financial instrument is credit-impaired the financial instrument is then moved to ‘Stage 3’. Financial instruments in Stage
1 have their ECL measured at an amount equal to 12 month ECLs. Instruments in Stages 2 or 3 have their ECL measured based
on expected credit losses on a lifetime basis. Purchased or originated credit-impaired financial assets are those financial assets
that are credit impaired on initial recognition. Their ECL is always measured on a lifetime basis (Stage 3).
The measurement of ECL is calculated using three main components: (i) Probability of Default (PD) (ii) Loss Given Default (LGD)
and (iii) the Exposure At Default (EAD).
The 12 month ECL is calculated by multiplying the 12 month PD LGD and the EAD. The 12 month and lifetime PDs represent
the PD occurring over the next 12 months and the remaining maturity of the instrument respectively. The EAD represents the
expected balance at default taking into account the repayment of principal and interest from the balance sheet date to the
default event together with any expected drawdowns of committed facilities. The LGD represents expected losses on the EAD
given the event of default taking into account among other attributes the mitigating effect of collateral value at the time it is
expected to be realised and the time value of money.
• Probability of default (PD) represents the likelihood of a borrower defaulting on its financial obligation either over the next
12 months (12M PD) or over the remaining lifetime (Lifetime PD) of the obligation.
• Exposure At default (EAD) is the total amount of an asset the entity is exposed to at the time of default. EAD is defined
based on the characteristics of the asset. EAD is dependent on the outstanding exposure of an asset sanctioned amount
of a loan and credit conversion factor for non-funded exposures.
• Loss given default (LGD) It is the part of an asset that is lost provided the asset default. The recovery rate is derived as a
ratio of discounted value of recovery cash flows (incorporating the recovery time) to total exposure amount at the time of
default. Recovery rate is calculated for each segment separately. Loss given default is computed as (1 - recovery rate) in
percentage terms.
The Company assesses when a significant increase in credit risk has occurred based on quantitative and qualitative assessments.
Exposures are considered to have resulted in a significant increase in credit risk and are moved to Stage 2 when:
i Quantitative test: Accounts that are 30 calendar days or more past due move to Stage 2 automatically. Accounts that are
90 calendar days or more past due move to Stage 3 automatically.
ii Qualitative test: Accounts that meet the portfolio’s ‘high risk’ criteria and are subject to closer credit monitoring. High risk
customers may not be in arrears but either through an event or an observed behavior exhibit credit distress.
iii Reversal in Stages: Exposures will move back to Stage 2 or Stage 1 respectively once they no longer meet the quantitative
criteria set out above. For exposures classified using the qualitative test when they no longer meet the criteria for a
significant increase in credit risk.
Collateral and other credit enhancements
The Company employs a range of policies and practices to mitigate credit risk. The most common of these is accepting collateral
for funds advanced. The principal collateral types for loans and advances are:
• Charges over business assets such as premises inventory and accounts receivable; and
• Charges over financial instruments such as debt securities and equities.
Longer-term finance and lending to corporate entities are generally secured.
The Company’s policies regarding obtaining collateral have not significantly changed during the reporting period and there has
been no significant change in the overall quality of the collateral held by the Company since the prior period.
The Company closely monitors collateral held for financial assets considered to be credit-impaired as it becomes more likely that
the Company will take possession of collateral to mitigate potential credit losses. Financial assets that are credit-impaired and
related collateral held in order to mitigate potential losses.
101
Reliance Capital Limited
Notes to the Standalone Financial Statement for the year ended March 31, 2020
Write-off policy
The Company writes off financial assets in whole or in part when it has exhausted all practical recovery efforts and has concluded
there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include (i) ceasing
enforcement activity and (ii) where the Company’s recovery method is foreclosing on collateral and the value of the collateral is
such that there is no reasonable expectation of recovering in full.
The Company may write-off financial assets that are still subject to enforcement activity. The outstanding contractual amounts
of such assets written off during the year ended March 31 2020 was ` 4 611 crore (Previous year ` 4 245 crore). The Company
still seeks to recover amounts it is legally owed in full but which have been partially written off due to no reasonable expectation
of full recovery.
55 Analysis of financial assets and liabilities by remaining contractual maturities
Refer note no 46 for the maturity profile of the undiscounted cash flows of the Company’s financial assets and liabilities as at
March 31. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying balances as the impact of discounting is not significant.
56 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006
There are no Micro and Small Scale Business Enterprises, to whom the Company owes dues, which are outstanding for more
than 45 days as at March 31, 2020. This information as required to be disclosed under the Micro, Small and Medium Enterprises
Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information
available with the Company.
57 Uncertainties relating to the Global Health Pandemic from COVID – 19 (“Covid – 19”)
In accordance with the RBI guidelines relating to COVID-19 Regulatory Package dated March 27, 2020 and April 17, 2020, the
Company would be granting / had granted a moratorium of three months on the payment of all instalments and / or interest,
as applicable, falling due between March 1, 2020 and May 31, 2020 to all eligible borrowers classified as Standard, even if
overdue, as on February 29, 2020. For all such accounts where the moratorium is granted, the asset classification has been
remaining stand still during the moratorium period (i.e. the number of days past-due shall exclude the moratorium period for the
purposes of asset classification under the Income Recognition, Asset Classification and Provisioning norms).
58 Figures for the previous year has been regrouped / rearranged wherever necessary to make them comparable to those with the
current year
As per our report of even date attached For and on behalf of the Board
For Pathak H.D. & Associates LLP Chairman Anil D. Ambani
{
Chartered Accountants Chhaya Virani
Firm Registration No.: 107783W/W100593 Rahul Sarin
Directors
Dr. Thomas Mathew
Vishal D. Shah A N Sethuraman
Partner Director & Chief Executive Officer Dhananjay Tiwari
Membership No.: 119303 Chief Financial Officer Vaibhav Kabra
Company Secretary & Compliance Officer Atul Tandon
Mumbai Mumbai
Dated: May 8, 2020 Dated: May 8, 2020
102
Reliance Capital Limited
the reasons stated in the said Note. Home Finance Limited (RHFL) and Reliance Commercial
7. The Parent Company has defaulted in repayment of Finance Limited (RCFL) for the financial year 2018-19. Based
obligation to the Lenders & Debenture holders and has on the facts fully described in the aforesaid note, views of
incurred losses during the year, which indicate material those companies, in-depth examination carried out by the
uncertainty exists that may cast a significant doubt on the independent legal experts of the relevant records, there were
Parent Company’s ability to continue as a Going Concern. no matters attracting the said Section.
Further as stated in paragraphs 1 to 6 above, the Group 4. We draw attention to Note 55(a) to the consolidated financial
is in the process of formulating a comprehensive plan for statements, which state that the Quant Securities Private Limited
meeting all its obligations through time bound monetization (QSPL) has applied for surrender of its Broking license with Bombay
of its assets, and accordingly the consolidated financial Stock Exchange (BSE) as well as National Stock Exchange (NSE),
statements of the Group have been prepared on a “Going however approval from BSE & NSE is still awaited.
Concern” basis. 5. We draw your attention to Note 56 to the consolidated
Our opinion is not modified in respect of the above matters. financial statements wherein Reliance Exchange Next Limited
Emphasis of Matter (RENL) has made investment made in Indian Commodity
1. We draw attention to Note 53 to the consolidated financial Exchange Limited & petition filed by MMTC Ltd in Company
statements, wherein Reliance Securities Limited (RSL) has Law Board against this investment, outcome of this petition
been unable to obtain confirmation against certain fixed are awaited from National Company Law Tribunal.
deposits (FDs) amounting to ` 8 crore by RSL from a Scheduled 6. We draw attention to Note 66 to the consolidated financial
Commercial Bank (Yes Bank) as on March 31, 2020 for the statements, as regards to the management evaluation of
reasons stated in the said note. These FDs include “Client COVID – 19 impact on the future performance of the Group.
Margin” FDRs of ` 6 crore. Based on the facts fully described in Our opinion is not modified in respect of the above matters.
the aforesaid note, view of the RSL and legal opinion obtained Key Audit Matters
by RSL from an independent legal experts, the management Key audit matters are those matters that, in our professional
of RSL is confident that they will be in a position to recover judgment, were of most significance in our audit of the consolidated
said Client Margin FDRs from the Bank over a period of time financial statements of the current period. These matters were
and no adjustments are required in the carrying amount of said addressed in the context of our audit of the consolidated financial
“Client Margin” FDRs. statements as a whole, and in forming our opinion thereon, and
2. We draw attention to Note 54 to the consolidated financial we do not provide a separate opinion on these matters. For each
statements, wherein Reliance Commodities Limited (RCOL) matter below, our description of how our audit addressed the matter
has been unable to obtain Bank confirmation against certain is provided in that context. Key audit matters are in addition to
fixed deposits (FDs) amounting to ` 4 crore from a Scheduled the matters described in the Basis for Qualified Opinion section and
Material Uncertainty Related to Going Concern section of this report.
Commercial Bank (Yes Bank) as on March 31, 2020 for the
reasons stated in the said note. These FDs include “Client We have determined the matters described below to be the key
Margin” FDRs of ` 4 crore. Based on the facts fully described audit matters to be communicated in our report along the matters
determined by the auditors of subsidiary companies which are
in the aforesaid note, view of RCOL and legal opinion obtained
reproduced below. We have fulfilled the responsibilities described
by RCOL from an independent legal experts, the management in the Auditor’s responsibilities for the audit of the consolidated
of the RCOL is confident that they will be in a position to financial statements section of our report, including in relation to
recover said Client Margin FDRs from the Bank over a period of these matters. Accordingly, our audit included the performance of
time and no adjustments are required in the carrying amount procedures designed to respond to our assessment of the risks of
of said “Client Margin” FDRs. material misstatement of the consolidated financial statements. The
3. We draw attention to Note 49(a) to the consolidated financial results of our audit procedures, including the procedures performed
statements referring, to filing under Section 143(12) of the by us and auditors of subsidiary Companies to address the matters
Companies Act, 2013 to Ministry of Corporate Affairs by one below, provide the basis for our audit opinion on the accompanying
of the previous auditors of the Parent Company, Reliance consolidated financial statements.
104
Reliance Capital Limited
Key Audit Matters How our audit including the audit performed by the auditors of
subsidiary companies addressed the Key Audit Matter
Impairment of financial assets & financial guarantee obligation (expected credit losses) (as described in note 7 and 9 of consolidated
financial statements)
Ind AS 109 requires the Group to recognise impairment loss • Read and assessed the Group’s accounting policies for
allowance towards its financial assets (designated at amortised impairment of financial assets and their compliance with Ind
cost and fair value through other comprehensive income) using the AS 109.
expected credit loss (ECL) approach. Such ECL allowance is required • Tested the criteria for staging of loans based on their past-
to be measured considering the guiding principles of Ind AS 109 due status to check compliance with requirement of Ind AS
including: 109. Tested a sample of performing (stage 1) loans to assess
• unbiased, probability weighted outcome under various whether any loss indicators were present requiring them to be
scenarios; classified under stage 2 or 3 and vice versa.
• time value of money; • Evaluated the reasonableness of the Management estimates
• impact arising from forward looking macro-economic by understanding the process of ECL estimation and tested the
factors and; controls around data extraction and validation.
• availability of reasonable and supportable information • Tested the ECL model, including assumptions and underlying
without undue costs. computation.
• Applying these principles involves significant estimation in • Assessed the floor/minimum rates of provisioning applied by
various aspects, such as: the Company for loan products with inadequate historical
defaults.
- grouping of borrowers based on homogeneity by using
• Audited disclosures included in the financial statements in
appropriate statistical techniques; respect of expected credit losses.
- staging of loans and estimation of behavioural life;
- determining macro-economic factors impacting credit
quality of receivables;
- estimation of losses for loan products with no/minimal
historical defaults.
Considering the significance of such allowance to the overall financial
statements and the degree of estimation involved in computation
of expected credit losses, this area is considered as a key audit
matter.
Valuation of Market Linked Debentures (as described in note 18 of consolidated financial statements)
The Group has issued Market Linked Debentures (MLD) during • Audit procedures included an assessment of internal controls
current and previous years. The outstanding balance of MLD as over valuation methodologies, inputs, judgments made
on March 31, 2020 is ` 719 crore. These MLDs are economically and assumptions used by management in determining fair
hedged with Exchange instruments like Nifty, Bank Nifty & Stock valuation of MLD.
Options. The Company has done an internal valuation of the • Assessed and reviewed the fair valuation of MLD by the
outstanding MLD using internal valuation techniques. Group for compliance with Ind AS.
• Compared resulted valuations against independent sources
Considering that internal valuation of MLD is significant to overall and externally available market valuation data for sample
financial statements and the degree of management’s judgement cases.
involved in the estimate, any error in the estimate could lead to
material misstatement in the consolidated financial statements.
Therefore, it is considered as a key audit matter.
Impairment assessment for goodwill on consolidation (as described in note 15 of consolidated financial statements)
As detailed in Note 15, the Parent Company has recognized Our audit procedures, in respect of testing impairment
goodwill on consolidation of subsidiaries amounting to ` 5,111 assessment for goodwill on consolidation, included the following:
crore. Such goodwill is assessed for impairment as per Ind AS 36 • Obtained understanding of the process, evaluated the design
– Impairment of Assets. Such impairment assessment commences and tested operating effectiveness of controls in respect of
with management’s evaluation on whether there is an indication impairment assessment of goodwill on consolidation.
of impairment loss. As part of such evaluation, management • held discussions with management regarding appropriate
considers financial information, liquidity and solvency position implementation of policy on impairment.
of subsidiaries. Management also considers other factors such as
assessment of company’s operations, business performance and • reconciled financial information mentioned in impairment
modifications, if any. No impairment triggers have been identified by assessment to underlying source details. Also, assessed of
the management based on above assessment. management’s estimates considered in such assessment.
• obtained and read latest audited financial statements of
subsidiaries that resulted in recognition of goodwill in
consolidated financial statements. Noted key financial
attributes.
We evaluated the impairment assessment performed by
management taking into account the requirements of Ind AS
36 – Impairment of Assets.
105
Reliance Capital Limited
Key Audit Matters How our audit including the audit performed by the auditors of
subsidiary companies addressed the Key Audit Matter
The Key Audit matters in the Auditors Report of Subsidiary Company Reliance General Insurance Company Limited (RGIC) is
reproduced hereunder:
Appropriateness of Revenue Recognition in relation to Crop Insurance Premium
The company has recognized revenue of ` 386.49 crore relating to Our procedures included the following:
crop insurance premium for the year ended March 31, 2020, which • Understanding, evaluating and testing the design and
is a significant component of Company’s premium income. operating effectiveness of the process and key controls
As an empaneled insurance company for implementing the around revenue recognition for crop insurance premium.
Government Scheme for crop insurance, the Company recognizes • Performing tests of details, on a sample basis, to assess
revenue which includes the share of the Central Government and whether the criteria for acceptance of proposals in
State Government respectively, based on the acceptance of the accordance with the bid have been evaluated by the
farmers proposals received from the Nodal Banks of the respective Company prior to recognition of revenue;
areas. • Verifying the books and records (for instance inter office
Appropriateness of revenue recognition relating to crop insurance communications from teams performing the activities in
premium has been determined to be a key audit matter as this is relation to underwriting) to check the completeness of
dependent on whether the criteria for acceptance of the proposals revenue recognised.
received by the company (type of crop covered, area etc.), are
• Testing sample of manual accounting journals relating to
as per the bid awarded to the company by the State during the
revenue to identify unusual or irregular items, if any.
empanelment process.
• Agreeing the above journals tested to corroborative
evidence such as declaration from the farmers.
• Evaluating adequacy of disclosures in the financial
statements
Based on the above procedures, we did not come across any
exceptions to the appropriateness of revenue recognized in
relation to crop insurance premium.
Assessment of contingencies relating to certain matters pertaining to service tax
The company has received various demands and show cause Our procedures included the following:
notices, mostly industry specific, from the tax authorities • Understood Management’s process and control for
department in respect of matters such as service tax applicability determining tax litigations and its appropriate accounting
on reinsurance commission and wrong availment of CENVAT and disclosure.
Credit. • testing key controls surrounding litigation, regulatory and
The management, with the help of its tax expert as needed, tax procedures;
have made judgments relating to the likelihood of an obligation • Involved tax experts to gain an understanding of the current
arising and whether there is a need to recognize a provision or status of the tax cases and monitored changes in disputes
disclose a contingent liability. to establish that the tax provisions have been appropriately
We therefore focused on this area as a result of uncertainty and adjusted to reflect the latest external developments;
potential material impact. • Where relevant, read the external legal opinions obtained
by management;
• Discussed pending matters with the Company’s legal
counsel and management’s tax experts;
• Assessed management’s conclusions through understanding
precedents set in similar cases and corroborating it by
involving tax experts;
• Assessed the adequacy of presentation and disclosure in
the financial statements
Based on the work performed, in view of the management’s
assessment in respect of contingencies relating to certain
matters pertaining to service tax and income tax, we determined
that the disclosure of contingent liabilities as at March 31, 2020
to be reasonable.
106
Reliance Capital Limited
Key Audit Matters How our audit including the audit performed by the auditors of
subsidiary companies addressed the Key Audit Matter
The Key Audit matters in the Auditors Report of Subsidiary Company Reliance Nippon Life Insurance Company Limited (‘RNLICL’)
is reproduced here under:
Investments classification and valuation
The Company’s investment portfolio consists of Policyholders’ Our procedures included the following:
investments (traditional and unit linked policy holders) and • Testing of key controls over investment classification and its
Shareholders investments. valuation.
Investments are made and valued in accordance with the Insurance • Tested on sample basis investments to ensure correct recording
Act, 1938, IRDAI (Investment) Regulations, 2016 (“Investment of investments, classification and compliance with Investment
Regulations”), IRDAI (Preparation of Financial Statement Regulations and policies approved by Board of Directors. Tested
Regulations) 2002 (“Financial Statement Regulations”), Investment sample basis valuations of securities which have been valued
Policy of the company and relevant Indian GAAPs. in accordance with the Regulations and company’s accounting
These valuation methods uses multiple observable market inputs, policies.
including observable interest rates, index levels, credit spreads, • For unlisted and thinly traded investments, we have
equity prices, counterparty credit quality, and corresponding market evaluated management’s valuation model and assumptions
volatility levels etc. by corroborating it with the requirement of regulations/ its
Further, the valued investments should be as prescribed in the internal policies and market conditions.
Regulations which states the valuation methodology to be used for • For an event specific reclassification and consequent valuation,
each class of investment. The valuation of unlisted or thinly traded we have corroborated management’s assessment with the
investment involves management judgment. Also, on the basis of requirement of regulations and its internal policies;
certain events within the investee company or its rating, there is a Based on our audit procedures, we noted no reportable matters
need to reclassify investment and assess its valuation/ impairment regarding investment classification and its valuation.
as per the requirement of regulations and/ or Company’s internal
policies.
Considering above, there is an additional focus on classification of
Investment and its valuation.
Valuation of investments in Non Convertible debentures of Dewan Housing Finance Limited (DHFL)
As detailed in Note 44(B), the company has investments in secured We carried out following procedures in respect to investments:
Non-Convertible debentures issued by DHFL which is bifurcated • held discussions with management and obtained understanding
in ULIP fund and traditional & shareholder fund. This investment of valuation process including management’s determination
is recognized under the ‘fair value through profit and loss’, and and approval of assumptions and data inputs
amortized cost for ULIP and other plans respectively as per Ind • Evaluated the design and tested operating effectiveness of
AS 109 - Financial Instruments. The valuation method considered controls related to the data considered in the valuation, related
in measuring such investments is based on inputs that are not calculations and review of reports provided by management.
observable by third parties and for which valuation is provided by
management. • Evaluated the credit rating issued by rating agency.
The Management’s basis of valuation is backed by outcome of • Evaluated the provision required as per the IRDAI norms and
Committee of creditors meetings, average provision made in mutual also provision based on ECL method as per Ind AS 109.
fund industry and other insurance companies. The valuation of such We evaluated fair valuation of such investments taking into account
investments is important to our audit considering the value and use the requirements of Ind AS 109 – Financial Instruments.
of management’s estimates.
107
Reliance Capital Limited
Key Audit Matters How our audit including the audit performed by the auditors of
subsidiary companies addressed the Key Audit Matter
Provisions and contingent liabilities in relation to tax positions
The company has received various demands and show cause notices We have involved our tax experts to gain an understanding of
from the service tax department in respect of matters related to the current status of the tax cases and monitored changes in the
service tax applicability/CENVAT credit utilisation. disputes by reading external opinions received by the Company if
The management have made judgments relating to the likelihood any, where relevant, to establish that the tax provisions had been
of an obligation arising and whether there is a need to recognize a appropriately adjusted to reflect the latest external developments.
provision or disclose a contingent liability. We therefore focused on For legal, regulatory and tax matters our procedures included the
this area as a result of uncertainty and potential material impact. following:
• testing key controls surrounding litigation, regulatory and tax
procedures;
• performing substantive procedures on the underlying
calculations supporting the provisions recorded;
• where relevant, reading external legal opinions obtained by
management;
• discussing open matters with the litigation, regulatory, general
counsel and tax teams;
• assessing management’s conclusions through understanding
precedents set in similar cases;
Based on the evidence obtained, while noting the inherent
uncertainty with such legal, regulatory and tax matters, we
determined the level of provisioning and disclosure of contingent
liabilities as at March 31, 2020 to be appropriate.
Impact of Covid 19 on Audit
Due to outbreak of pandemic Covid 19 and consequent country Due to “work from home” approach adopted, we performed
wide lockdown enforced by Government of India. Due to this we following alternative audit procedures:
could not carry out normal audit procedures by visiting the RNLIC • Installation of Virtual Private Network on laptops of team
office and audit was carried out using “Work from Home” approach. members
This is considered as Key Audit Matter, since alternate audit • Remote Access to Life Asia which is policy management
procedures were performed for carrying out audit system and SAP – financial accounting software.
• Various data and confirmation were received either
electronically through email or through data sharing on drive.
• For various audit procedures, reliance was placed on scanned
copies of original document shared with us electronically.
• Interview / discussion with client via video conferencing / call
conferencing and other verbal communications
The Key Audit Matters in the Auditors Report of Subsidiary Company Reliance Securities Limited (‘RSL’) is reproduced here under:
Marked Linked Debentures (MLD)
The company has non-convertible debentures (Marked Linked We carried out following procedures in respect to Marked Linked
Debentures) of ` 62 crore as at March 31, 2020. The rate of Debentures:
interest on which is linked to performance of specified indices over • held discussion with management and obtained understanding
the period of the debentures. The terms and conditions of the of valuation process including management’s determination
Marked Linked Debentures are detailed in note 19 of the financial and approval of assumptions and data inputs.
statements. • evaluate the design and tested operating effectiveness of
Further, Marked Linked Debentures is a key number in the balance controls related to the data considered in the valuation, related
sheet and will remain an important funding mechanism for continued calculations and valuation reports provided by management’s
growth. Therefore, in our view, Marked Linked Debentures is external expert.
important to the readers understanding of the financial statements. Based on our audit procedures, we noted no reportable matters
As a result of these items we consider accounting for Marked Linked regarding MLD classification and its valuation.
Debentures to be a key audit matter at March 31, 2020.
Provisions and contingent liabilities in relation of Tax position (as described in note 34 to consolidated financial statements)
The Company has received various demands and show cause notices We have involved our tax experts to gain an understanding of
form the service tax department in respect of various matters. the current status of the tax cases and monitored changes in the
The management have made judgments relating to the likelihood disputes by reading external opinions received by the company if
of an obligation arising and whether there is a need to recognize a any , where relevant, to establish that the tax provisions had been
provision or disclose a contingent liability. We therefore focused on appropriately adjusted to reflect the latest external developments.
this area as a result of uncertainty and potential material impact.
108
Reliance Capital Limited
Key Audit Matters How our audit including the audit performed by the auditors of
subsidiary companies addressed the Key Audit Matter
For legal, regulatory and tax matters our procedures included
the following:
• Testing key controls surrounding litigation, regulatory and
tax procedures;
• Performing substantive procedures on the underlying
calculations supporting the provisions recorded;
• Where relevant, Reading external legal opinions obtained by
management;
• Discussing open matters with the litigations, regulatory,
general counsel and tax teams;
• Assessing management’s conclusions through understanding
precedents set in similar cases;
Based on the evidence obtained, while noting the inherent
uncertainty with such legal, regulatory and tax matters, we
determined the level of provisioning and disclosure of contingent
liabilities as at March 31, 2020 to be appropriate.
The Key Audit matters in the Auditors Report of Subsidiary Company Reliance Financial Limited (‘RFL’) is reproduced here under:
Marked Linked Debentures (MLD)
The company has non-convertible debentures (Marked Linked We carried out following procedures in respect to Marked Linked
Debentures) of ` 101 crore as at March 31, 2020. The rate of Debentures :
interest on which is linked to performance of specified indices over • held discussion with management and obtained understanding
the period of the debentures. The terms and conditions of the of valuation process including management’s determination
Marked Linked Debentures are detailed in note 19 of the financial and approval of assumptions and data inputs.
statements. • evaluate the design and tested operating effectiveness of
Further, Marked Linked Debentures is a key number in the balance controls related to the data considered in the valuation, related
sheet and will remain an important funding mechanism for continued calculations and valuation reports provided by management’s
growth. Therefore, in our view, Marked Linked Debentures is external expert.
important to the readers understanding of the financial statements. Based on our audit procedures, we noted no reportable matters
As a result of these items we consider accounting for Marked Linked regarding MLD classification and its valuation.
Debentures to be a key audit matter at March 31, 2020.
Other Information implementation and maintenance of accounting policies; making
The Parent Company’s Board of Directors is responsible for judgments and estimates that are reasonable and prudent; and
the other information. The other information comprises the design, implementation and maintenance of adequate internal
information included in Parent Company’s annual report, but financial controls, that were operating effectively for ensuring the
does not include the consolidated financial statements and our accuracy and completeness of the accounting records, relevant
auditor’s report thereon. to the preparation and presentation of the financial statement
Our opinion on the consolidated financial statements does not that give a true and fair view and are free from material
cover the other information and we do not express any form misstatement, whether due to fraud or error.
of assurance conclusion thereon. In connection with our audit In preparing the consolidated financial statements, the respective
of the consolidated financial statements, our responsibility is to Board of Directors of the companies included in the Group
read the other information and, in doing so, consider whether the and of its associates are responsible for assessing the ability
other information is materially inconsistent with the consolidated of each company to continue as a going concern, disclosing,
financial statements or our knowledge obtained in the audit or as applicable, matters related to going concern and using the
otherwise appears to be materially misstated. If, based on the going concern basis of accounting unless management either
work we have performed, we conclude that there is a material intends to liquidate the company or to cease operations, or has
misstatement of this other information; we are required to report no realistic alternative but to do so.
that fact. We have nothing to report in this regard. The respective Board of Directors of the companies included in
Management Responsibilities for the consolidated financial the Group and its associates are also responsible for overseeing
statements the financial reporting process of the Group.
The Company’s Board of Directors is responsible for the Auditor’s responsibilities for the audit of the consolidated
matters stated in section 134(5) of the Act with respect to financial statements
the preparation of these consolidated financial statements that Our objectives are to obtain reasonable assurance about whether
give a true and fair view of the consolidated financial position, the financial statements as a whole are free from material
consolidated financial performance, consolidated changes misstatement, whether due to fraud or error, and to issue an
in equity and consolidated cash flows of the Group and its auditor’s report that includes our opinion. Reasonable assurance
associates in accordance with the accounting principles generally is a high level of assurance, but is not a guarantee that an audit
accepted in India, including the accounting Standards specified conducted in accordance with SAs will always detect a material
under section 133 of the Act. This responsibility also includes misstatement when it exists. Misstatements can arise from
maintenance of adequate accounting records in accordance with fraud or error and are considered material if, individually or in
the provisions of the Act for safeguarding of the assets of the the aggregate, they could reasonably be expected to influence
Group and its associates and for preventing and detecting frauds the economic decisions of users taken on the basis of these
and other irregularities; selection and application of appropriate consolidated financial statements.
109
Reliance Capital Limited
As part of an audit in accordance with SAs, we exercise From the matters communicated with those charged with
professional judgment and maintain professional skepticism governance, we determine those matters that were of most
throughout the audit. We also: significance in the audit of the consolidated financial statements
• Identify and assess the risks of material misstatement of of the current period and are therefore the key audit matters.
the consolidated financial statements, whether due to fraud We describe these matters in our auditor’s report unless law or
or error, design and perform audit procedures responsive to regulation precludes public disclosure about the matter or when,
those risks, and obtain audit evidence that is sufficient and in extremely rare circumstances, we determine that a matter
appropriate to provide a basis for our opinion. The risk of not should not be communicated in our report because the adverse
detecting a material misstatement resulting from fraud is consequences of doing so would reasonably be expected to
higher than for one resulting from error, as fraud may involve outweigh the public interest benefits of such communication.
collusion, forgery, intentional omissions, misrepresentations, Other Matters
or the override of internal control. We draw attention to following matters:
• Obtain an understanding of internal control relevant to the 1. M/s Reliance Nippon Life Insurance Company Limited
audit in order to design audit procedures that are appropriate (‘RNLICL’), a subsidiary of the Parent Company which
in the circumstances. jointly audited by us with other auditor, have included the
• Evaluate the appropriateness of accounting policies used following Other Matter in their audit report:
and the reasonableness of accounting estimates and related “The actuarial valuation of liabilities for life policies in-
disclosures made by management. force and policies where premium is discontinued is
• Conclude on the appropriateness of management’s use of the responsibility of the Company’s Appointed Actuary
the going concern basis of accounting and, based on the (the “Appointed Actuary”).Further, the assessment and
audit evidence obtained, whether a material uncertainty classification of products / policies as Insurance Contract
exists related to events or conditions that may cast / Investment Contract with Discretionary Participation
significant doubt on the Company’s ability to continue as a Feature (“DPF”) and without DPF is also done by the
Appointed Actuary. The actuarial valuation of these
going concern. If we conclude that a material uncertainty
liabilities as at March 31, 2020 has been duly certified by
exists, we are required to draw attention in our auditor’s
the Appointed Actuary and in his opinion, the assumptions
report to the related disclosures in the financial statements for such valuation are in accordance with the generally
or, if such disclosures are inadequate, to modify our opinion. accepted actuarial principles and practices requirements
Our conclusions are based on the audit evidence obtained of the Insurance Act, regulations notified by the IRDAI
up to the date of our auditor’s report. However, future and Actuarial Practice Standards issued by the Institute of
events or conditions may cause the Group to cease to Actuaries of India in concurrence with the IRDAI. We have
continue as a going concern. relied upon the Appointed Actuary’s certificate in this regard
• Evaluate the overall presentation, structure and content for forming our opinion on the special purpose financial
of the consolidated financial statements, including the information of the company.” Our opinion is not modified in
disclosures, and whether the consolidated financial respect of this matter.
statements represent the underlying transactions and 2. M/s Reliance General Insurance Company Limited (‘RGICL’),
events in a manner that achieves fair presentation. a subsidiary of the Parent Company, has included the
• Obtain sufficient appropriate audit evidence regarding the following other matter paragraph in their audit report:
financial information of such entities or business activities “The actuarial valuation of liabilities in respect of Claims
within the Group and its associates to express an opinion Incurred But Not Reported (IBNR), Claims Incurred But Not
on the consolidated financial statements, of which we Enough Reported (IBNER), Premium Deficiency Reserve
are the independent auditors. We are responsible for the (PDR) is the responsibility of the company’s Appointed
direction, supervision and performance of the audit of Actuary. The actuarial valuation of these liabilities as at
financial information of such entities. For the other entities March 31, 2020, has been duly certified by the Appointed
included in the consolidated financial statements, which Actuary. The Appointed Actuary has also certified that in
have been audited by other auditors, such other auditors their opinion, the assumptions for such valuation are in
remain responsible for the direction, supervision and accordance with the guidelines and norms issued by IRDAI
performance of the audits carried out by them. We remain and the Institute of Actuaries of India in concurrence
solely responsible for our audit opinion. Our responsibilities with the Authority. We have relied upon the company’s
in this regard are further described in point no. 4 of the Appointed Actuary’s certificate in this regard for forming our
section titled ‘Other Matters’ in this audit report. opinion on the financial statements of the company.” Our
We believe that the audit evidence obtained by us along with opinion is not modified in respect of this matter.
the consideration of audit reports of the other auditors referred 3. We did not audit the financial statements of 5 subsidiaries,
to in section titled Other Matters paragraph below, is sufficient whose financial statements reflect total assets of ` 13,098
and appropriate to provide a basis for our qualified audit opinion crore as at March 31, 2020, total revenues of ` 896 crore
on the consolidated financial statements. and net cash inflows of ` 64 crore for the year ended on that
date, as considered in the consolidated financial statements.
We communicate with those charged with governance of
The consolidated financial statements also include the
the Parent Company and such other entities included in Group’s share of net loss (and other comprehensive income)
the consolidated financial statements of which we are the of ` 375 crore for the year ended March 31, 2020, in
independent auditors regarding, among other matters, the respect of one associate, whose financial statements have
planned scope and timing of the audit and significant audit not been audited by us. These financial statements have
findings, including any significant deficiencies in internal control been audited by other auditors whose reports have been
that we identify during our audit. furnished to us by the Management and our opinion on the
We also provide those charged with governance with a statement consolidated financial statements, in so far as it relates to
that we have complied with relevant ethical requirements the amounts and disclosures included in respect of these
regarding independence, and to communicate with them all subsidiaries and associates, and our report in terms of sub-
relationships and other matters that may reasonably be thought section (3) of section 143 of the Act, in so far as it relates
to bear on our independence, and where applicable, related to the aforesaid subsidiaries and associates is based solely
safeguards. on the audit reports of the other auditors.
110
Reliance Capital Limited
4. The financial statements of 2 subsidiaries, whose financial e) The going concern matter described in Material Uncertainty
statements / information reflect total assets of ` 60 crore Related to Going Concern section above, in our opinion,
as at March 31, 2020, total revenues of ` 9 crore and net may have an adverse effect on the functioning of the
cash outflows amounting to ` 14 crore for the year ended Group.
on that date, as considered in the consolidated financial f) On the basis of the written representations received from
statements, have not been audited either by us or by the directors of the Parent Company as on March 31,
other auditors. The consolidated financial statements also 2020 taken on record by the Board of Directors of the
includes Group’s share of net loss (and other comprehensive Parent Company and the reports of statutory auditors of its
income) of ` 136 crore for the year ended March 31, subsidiary companies and associate companies incorporated
2020 in respect of 2 associates. These unaudited financial in India, none of the directors of the Group’s companies
statements / information have been furnished to us by and its associates, incorporated in India is disqualified as
the Management and our opinion on the consolidated on March 31, 2020 from being appointed as a director in
financial statements, in so far as it relates to the amounts terms of section 164(2) of the Act;
and disclosures included in respect of these subsidiaries and g) With respect to the adequacy of the internal financial
associates and our report in terms of sub-section (3) controls with reference to consolidated financial statements
of Section 143 of the Act in so far as it relates to the of the Parent Company, its subsidiaries and associates
aforesaid subsidiaries and associates is based solely on incorporated in India and the operating effectiveness of
such unaudited financial statements. In our opinion and such controls, refer to our separate Report in “Annexure A”.
according to the information and explanations given to us h) With respect to the matter to be included in the Auditor’s
by the Management, these financial statements are not report under section 197(16) of the Act:
material to the Group. In our opinion and according to the information and explanations
Our opinion on the consolidated financial statements, and given to us and based on the reports of the statutory auditors of
our report on Other Legal and Regulatory Requirements such subsidiary companies and associate companies incorporated
below, is not modified in respect of the above matters with in India which were not audited by us, the remuneration paid
respect to our reliance on the work done and the reports during the current year by the Parent Company, its subsidiary
of the other auditors and financial statements / information companies and associate companies to its directors is in
certified by the management. accordance with the provisions of Section 197 read with
Report on other legal and regulatory requirements schedule V of the Act. The remuneration paid to any director
As required by Section 143(3) of the Act, based on our audit and by the Parent Company, its subsidiary companies and associate
on the consideration of reports of the other auditors on separate companies is not in excess of the limit laid down under Section
financial statements of such subsidiaries and associates as were 197 of the Act.
audited by other auditors, as noted in the ‘Other Matters’ section, i) With respect to the other matters to be included in
we report, to the extent applicable, that. the Auditor’s Report in accordance with Rule 11 of the
a) We have sought and obtained all the information and Companies (Audit and Auditor’s) Rules, 2014, in our opinion
explanations which to the best of our knowledge and belief and to the best of our information and according to the
were necessary for the purposes of our audit except as explanations given to us and based on the consideration
stated in the auditors’ report dated May 7, 2020 on the of the reports of the other auditors on separate financial
financial statements of M/s Reliance Commercial Finance statements of the subsidiaries and associates, as noted in
Limited, a subsidiary of the Parent Company, issued by the ‘Other Matters’ section:
an independent firm of chartered accountants which is (i) The consolidated financial statements disclose the
reproduced as below: impact of pending litigations as at March 31, 2020
“We have obtained all the information and explanation which on its consolidated financial position of the Group and
to the best of our knowledge and belief were necessary for its associates in its consolidated financial statements –
the purpose of our audit, except for the matter described in Refer Note 46 to the consolidated financial statements;
the Basis for Qualified Opinion Paragraph” (ii) The Group and its associates did not have any material
b) In our opinion, proper books of account as required by law foreseeable losses in long-term contracts including
have been kept by the Group so far as it appears from our derivative contracts during the year ended March 31,
examination of those books; 2020;
c) The consolidated Balance Sheet, the consolidated statement (iii) Other than for dividend amounting to ` 0.11 crore
of profit and loss (including other comprehensive income) pertaining to financial year 2010-11 and financial year
2011-12 which could not be transferred by the Parent
the consolidated cash flow statement and consolidated
Company on account of pendency of various investor
statement of changes in equity dealt with by this Report
legal cases, there has been no delay in transferring
are in agreement with the books of account maintained
amounts, by Parent Company and its Subsidiaries and
for the purpose of preparation of the consolidated financial
associates required to be transferred, to the Investor
statements;
Education and Protection Fund during the year March
d) In our opinion, the aforesaid consolidated financial 31, 2020.
statements comply with the Ind AS specified under
Section 133 of the Act except as stated in the auditors’ For Pathak H.D. & Associates LLP
report dated May 7, 2020 on the financial statements of Chartered Accountants
M/s Reliance Commercial Finance Limited, a subsidiary Firm’s Registration No: 107783W / W100593
of the Parent Company, issued by an independent firm of
chartered accountants which is reproduced as below: Vishal D. Shah
“Except for the effects of the matter described in the Basis Partner
for Qualified Opinion section of our report, in our opinion, Membership No: 119303
the aforesaid standalone Ind AS financial statements comply UDIN: 20119303AAAACZ2348
with the Indian Accounting Standards specified under Place: Mumbai
section 133 of the Act read with relevant rules thereunder.” Date: May 8, 2020
111
Reliance Capital Limited
Referred to in paragraph report on other legal and regulatory misstatement of the consolidated financial statements,
requirements of the Independent Auditors’ Report of whether due to fraud or error.
even date to the members of Reliance Capital Limited on 5. We believe that the audit evidence we have obtained and
the consolidated financial statements for the year ended the audit evidence obtained by the other auditors in terms
March 31, 2020 of their reports referred to in the Other Matters paragraph
Report on the Internal Financial Controls under Clause (i) of below, is sufficient and appropriate to provide a basis for
Sub-section 3 of Section 143 of the Act our qualified audit opinion on the internal financial controls
1. In conjunction with our engagement to audit the system with reference to consolidated financial statements.
consolidated financial statements of the Reliance Capital Meaning of Internal Financial Controls with reference to
Limited as of and for the year ended March 31, 2020, we consolidated financial statements
have audited the internal financial controls with reference 6. A company’s internal financial control with reference to
to consolidated financial statements of Reliance Capital consolidated financial statements is a process designed
Limited (hereinafter referred to as “the Parent Company”) to provide reasonable assurance regarding the reliability
and such companies incorporated in India under the of financial reporting and the preparation of consolidated
Companies Act, 2013 which are its subsidiary companies financial statements for external purposes in accordance
and its associates, as of that date. with generally accepted accounting principles. A company’s
Management’s Responsibility for Internal Financial Controls internal financial control over financial reporting includes
2. The respective Board of Directors of the Parent company, its those policies and procedures that
subsidiary companies and its associate companies, to whom (i) pertain to the maintenance of records that, in
reporting under clause (i) of sub section 3 of Section 143 of reasonable detail, accurately and fairly reflect the
the Act in respect of the adequacy of the internal financial transactions and dispositions of the assets of the
controls with reference to consolidated financial statements company;
is applicable, which are companies incorporated in India,
are responsible for establishing and maintaining internal (ii) provide reasonable assurance that transactions are
financial controls based on internal control with reference recorded as necessary to permit preparation of
to consolidated financial statements criteria established financial statements in accordance with generally
by the company considering the essential components of accepted accounting principles, and that receipts and
internal control stated in the Guidance Note on Audit of expenditures of the company are being made only in
Internal Financial Controls Over Financial Reporting issued accordance with authorisations of management and
by the Institute of Chartered Accountants of India (“ICAI”). directors of the company; and
These responsibilities include the design, implementation (iii) provide reasonable assurance regarding prevention or
and maintenance of adequate internal financial controls timely detection of unauthorised acquisition, use, or
that were operating effectively for ensuring the orderly and disposition of the company’s assets that could have a
efficient conduct of its business, including adherence to material effect on the financial statements.
the respective company’s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, Inherent Limitations of Internal Financial Controls with
the accuracy and completeness of the accounting records, reference to consolidated financial statements
and the timely preparation of reliable financial information, 7. Because of the inherent limitations of internal financial
as required under the Act. controls with reference to consolidated financial
Auditor’s Responsibility statements, including the possibility of collusion or improper
management override of controls, material misstatements
3. Our responsibility is to express an opinion on the Parent due to error or fraud may occur and not be detected.
Company’s internal financial controls with reference to Also, projections of any evaluation of the internal financial
consolidated financial statements based on our audit. We controls with reference to consolidated financial statements
conducted our audit in accordance with the Guidance to future periods are subject to the risk that the internal
Note on Audit of Internal Financial Controls Over Financial financial control with reference to consolidated financial
Reporting (the “Guidance Note”) issued by the ICAI and statements may become inadequate because of changes
the Standards on Auditing deemed to be prescribed under in conditions, or that the degree of compliance with the
section 143(10) of the Companies Act, 2013, to the extent policies or procedures may deteriorate.
applicable to an audit of internal financial controls, both
applicable to an audit of internal financial controls and both Basis for Qualified Opinion
issued by the ICAI. Those Standards and the Guidance Note 8. Based on our audit and auditors report of subsidiary and
require that we comply with ethical requirements and plan associate companies, information & explanation provided
and perform the audit to obtain reasonable assurance about by the management, following material weakness have
whether adequate internal financial controls with reference been observed with regard to internal financial control.
to consolidated financial statements was established and a. The Parent Company needs to strengthen loan
maintained and if such controls operated effectively in all processing documentation including justification for
material respects. sanctioning the loans/ exposures, risk assessment of
4. Our audit involves performing procedures to obtain audit exposures and its mitigation monitoring of end use of
evidence about the adequacy of the internal financial funds and evaluation of borrower’s repayment capacity
controls system with reference to consolidated financial and the policy of sanctioning the loan to entities with
statements and their operating effectiveness. Our audit of weaker credit worthiness.
internal financial controls over financial reporting included b. The Parent Company needs to strengthen the policy
obtaining an understanding of internal financial controls of sanctioning the loan to entities who has delayed
with reference to consolidated financial statements included the payment of interest and principal due in respect of
obtaining an understanding of such internal financial existing exposures.
controls, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating c. The basis of Qualified Opinion given in the Auditors
effectiveness of internal control based on the assessed Report of Subsidiary Company RCFL is reproduced here
risk. The procedures selected depend on the auditor’s under:
judgment, including the assessment of the risks of material The Company’s internal financial control system over financial
112
Reliance Capital Limited
reporting is not operating effectively in respect of corporate loan 2020 and material weakness described in section Basis for
book segment due to weak credit appraisal and loan sanctioning Qualified Opinion, affects our opinion on the consolidated
mechanism. Internal control system need to be strengthened financial statements of the Group.
for credit evaluation and establishing customer credit limits for Other Matters
disbursement of loan, to mitigate the risk of potentially result
in the Company recognizing revenue without establishing 11. Other Matter given in the Auditors Report of Subsidiary
reasonable certainty of ultimate collection. Company RGIC is reproduced here under:
d. The basis of Qualified Opinion given in the Auditors Report The actuarial valuation of liabilities in respect of Claims
of Associate Company RHFL is reproduced here under: Incurred But Not Reported (IBNR) and Claims Incurred But
Not Enough Reported (IBNER), Premium Deficiency Reserve
i. The Company’s internal financial control system over (PDR) & Unexpired Risk Reserve (URR) is the responsibility
financial reporting is not operating effectively in of the Company’s Appointed Actuary. The actuarial valuation
respect of General-Purpose Corporate Loan products of these liabilities as at March 31, 2020, has been duly
and needs to be strengthened for credit evaluation, certified by the Appointed Actuary. The Appointed Actuary
risk assessment and documentation of loan to mitigate has also certified that in their opinion, the assumptions for
the risk of the Company recognizing revenue without such valuation are in accordance with the guidelines and
establishing reasonable certainty of ultimate collection. norms issued by IRDAI and the Institute of Actuaries of
The Company needs to strengthen its existing credit India in concurrence with the Authority. We have relied
policy for these loan products and make it more broad upon the Company’s Appointed Actuary’s certificate in this
based, well defined and robust regard for forming our opinion on the financial statements
ii. In our opinion scope of internal auditor was not of the Company. (Refer Other Matter Paragraph of our
commensurate with the size and nature of company’s main Audit Report) Accordingly, our opinion on the internal
business and operation specification in respect of loan financial controls with reference to financial statements
sanctioned under General Purpose Corporate Loan does not include reporting on the operating effectiveness
products and hence the scope should be enlarged and of the management’s internal controls over the valuation
extended. and accuracy of the aforesaid actuarial valuation.
e. The basis of Qualified Opinion given in the Auditors Report 12. Other Matter given in the Auditors Report of Subsidiary
of Subsidiary Company RGIC is reproduced here under: Company RNLIC is reproduced here under:
The company’s operation of financial controls over The Actuarial Valuation of liabilities for the life policies
valuation of investment and assessment of impairment in force and policies where premium is discontinued is
provision thereof of the certain investee companies. These required to be certified by the Appointed Actuary as per the
investments were being valued at amortized cost as regulations and has been relied upon by us, as mentioned
prescribed by the IRDA Regulations and valuation policy in Other Matter para of our audit report on the financial
approved by the Board of Directors. statements for the year ended March 31, 2020. Accordingly
A ‘material weakness’ is a deficiency, or a combination of while giving our opinion with regard to adequacy and
deficiencies, in internal financial control with reference operative effectiveness of the internal Financial Control
to consolidated financial statements, such that there is a System over financial reporting, in so far as it relates to the
reasonable possibility that a material misstatement of the actuarial valuation of liabilities, we have placed reliance on
Company’s annual or interim financial statements will not the Appointed Actuary’s and the Risk Officer’s certificate.
be prevented or detected on a timely basis. Our opinion is not modified in respect of the matters stated
Qualified Opinion in paragraphs 11 and 12 above.
9. In our opinion and to the best of information and according 13. Our aforesaid reports under Section 143(3)(i) of the
to explanations given to us, except for the matters described Act on the adequacy and operating effectiveness of the
in the Basis of Qualified Opinion paragraph above, the internal financial controls with reference to consolidated
Group and its associates have maintained adequate internal financial statements in so far as it relates to five subsidiary
financial controls with reference to consolidated financial companies and one associate company, incorporated in
statements as at March 31, 2020 based on the internal India, is based on the corresponding reports of the auditors
control with reference to consolidated financial statements of such companies incorporated in India.
criteria established by the Group and its associates Our opinion is not modified in respect of this matter.
considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the ICAI and
except for possible effects of the material weakness For Pathak H.D. & Associates LLP
described in the Basis of Qualified Opinion paragraph above Chartered Accountants
on the achievement of the objectives of the Control criteria, Firm’s Registration No: 107783W / W100593
the company’s internal financial control with reference to
consolidated financial statements were operating effectively Vishal D. Shah
as at March 31, 2020. Partner
10. We have considered the material weakness identified and Membership No: 119303
reported above in determining the nature and extent of UDIN: 20119303AAAACZ2348
audit tests applied in our audit of the consolidated financial Place: Mumbai
statements of the Company for the year ended March 31, Date: May 8, 2020
113
Reliance Capital Limited
(` in crore)
Particulars Note As at As at
No. March 31, 2020 March 31, 2019
ASSETS
Financial assets
Cash and cash equivalents 4 479 688
Bank balance other than cash and cash equivalents above 5 459 1 308
Derivative financial instruments 9 1
Receivables
(I) Trade receivables 6A 1 097 796
(II) Other receivables 6B 26 21
Loans 7 14 774 35 448
Investments 8 34 595 32 672
Other financial assets 9 6 604 6 105
Total financial assets 58 043 77 039
Non-financial assets
Inventories 10 6 30
Current tax assets (Net) 11 213 247
Deferred tax assets (Net) 12 179 317
Investment property 13 79 130
Property, plant and equipment 14 267 325
Capital work-in-progress 7 11
Intangible assets under development 15 12 7
Goodwill 15 5 111 5 136
Other intangible assets 15 91 108
Other non-financial assets 16 774 623
Total non-financial assets 6 739 6 934
Total assets 64 782 83 973
LIABILITIES AND EQUITY
LIABILITIES
Financial liabilities
Derivative financial instruments 36 63
Payables 17A
(I) Trade payables
(i) total outstanding dues of micro enterprises and small enterprises 1 -
(ii) total outstanding dues of creditors other than micro enterprises and small enterprises 1 645 847
(II) Other payables 17B
(i) total outstanding dues of micro enterprises and small enterprises - -
(ii) total outstanding dues of creditors other than micro enterprises and small enterprises 759 1 949
Debt securities 18 18 082 26 640
Borrowings (Other than debt securities) 19 8 666 18 547
Deposits 20 4 4
Subordinated liabilities 21 158 969
Other financial liabilities 22 35 291 31 978
Total financial liabilities 64 642 80 997
Non-financial liabilities
Current tax liabilities (Net) 23 4 5
Provisions 24 374 426
Other non-financial liabilities 25 1 435 1 797
Total non-financial liabilities 1 813 2 228
Total liabilities 66 455 83 226
EQUITY
Equity share capital 26 253 253
Other equity 27 (2 547) (1 202)
Equity attributable to owners of the Company (2 294) (949)
Non-controlling interests 621 1 697
Total equity (1 673) 748
Total liabilities and equity 64 782 83 973
Summary of Significant Accounting Policies 2
The accompanying notes (1-69) form integral part of the consolidated financial statements.
As per our report of even date attached For and on behalf of the Board
For Pathak H.D. & Associates LLP Chairman Anil D. Ambani
{
Chartered Accountants Chhaya Virani
Firm Registration No.: 107783W/W100593 Rahul Sarin
Directors
Dr. Thomas Mathew
Vishal D. Shah A N Sethuraman
Partner Director & Chief Executive Officer Dhananjay Tiwari
Membership No.: 119303 Chief Financial Officer Vaibhav Kabra
Company Secretary & Compliance Officer Atul Tandon
Mumbai Mumbai
Dated: May 8, 2020 Dated: May 8, 2020
114
Reliance Capital Limited
Consolidated statement of profit and loss for the year ended March 31, 2020
(` in crore)
Particulars Note Year ended Year ended
No. March 31, 2020 March 31, 2019
Revenue from operations
Interest income 28 5 197 7 677
Dividend income 29 153 226
Premium income 11 924 10 574
Fees and commission income 30 764 608
Net gain on fair value changes 31 - 1 225
Other operating income 32 285 137
Total revenue from operations 18 323 20 447
Other income 33 36 78
Total income 18 359 20 525
Expenses
Finance costs 34 3 969 4 519
Fees and commission expense 35 585 562
Net loss on fair value changes 36 2 024 699
Net loss on derecognition of financial instruments under amortised cost category
- Impairment on financial instruments 37 4 510 2 600
Employee benefits expense 38 1 507 1 523
Depreciation, amortisation and impairment 123 123
Claims incurred and benefit paid (net) 6 296 6 139
Premium paid on reinsurance ceded 3 605 2 584
Change in valuation of liability in respect of life policies 573 1 559
Other expenses 39 1 296 1 717
Total expenses 24 488 22 025
Profit /(Loss) before exceptional items, [share of net profits / (losses) of ( 6 129) (1 500)
investments accounted for using equity method] and tax
Share of net profit/(loss) of associates 5 168
Profit / (loss) on sale of subsidiaries and associates 4 901 -
Profit /(Loss) before exceptional items and tax (1 223) (1 332)
Exceptional items - -
Profit /(Loss) before tax (1 223) (1 332)
Income tax expense:
- Current tax 56 67
- Deferred tax (80) 55
Total tax expense (24) 122
Net Profit / (loss) after tax (1 199) (1 454)
Other comprehensive income / (loss)
Items that will not be reclassified to Statement of profit and loss
- Change in fair value of FVOCI instrument (108) (175)
- Remeasurements of post-employment benefit obligations (10) (9)
- Income tax relating to these items 2 1
(116) (183)
Items that will be reclassified to Statement of profit and loss
- Change in fair value of FVOCI instrument 356 142
- Income tax relating to these items (124) (51)
232 91
Other comprehensive income / (loss) for the year 116 (92)
Total comprehensive income / (loss) for the year (1 083) (1 546)
Net Profit attributable to :
Owners of the Company (1 075) (1 513)
Non controlling interest (124) 52
Other Comprehensive income / (loss) attributable to :
Owners of the Company 155 (84)
Non controlling interest (39) (8)
Total Comprehensive income / (loss) attributable to :
Owners of the Company (920) (1 597)
Non controlling interest (163) 44
Earnings per equity share 44
Nominal value ` 10 each fully paid-up
- Basic (`) (47.79) (57.91)
- Diluted (`) (47.79) (57.91)
Summary of Significant Accounting Policies 2
The accompanying notes (1-69) form integral part of the consolidated financial statements.
As per our report of even date attached For and on behalf of the Board
For Pathak H.D. & Associates LLP Chairman Anil D. Ambani
{
Chartered Accountants Chhaya Virani
Firm Registration No.: 107783W/W100593 Rahul Sarin
Directors
Dr. Thomas Mathew
Vishal D. Shah A N Sethuraman
Partner Director & Chief Executive Officer Dhananjay Tiwari
Membership No.: 119303 Chief Financial Officer Vaibhav Kabra
Company Secretary & Compliance Officer Atul Tandon
Mumbai Mumbai
Dated: May 8, 2020 Dated: May 8, 2020
115
Consolidated statement
standalone statement ofof changes
changes inin equity
equity forfor the
the year
year ended
ended March
March 31,
31, 2020
2019
116
A. Equity share capital
(` in crore)
Particulars Note Number Amount
As at March 31, 2019 26 25 27 08 902 253
As at March 31, 2020 25 27 08 902 253
B. Other equity
Reliance Capital Limited
(` in crore)
Particulars Reserves and surplus Other Attributable Non
comprehensive to Owners controlling
Note Retained Capital Capital Securities Debenture General Statutory Special Treasury RCap ESOP
income of the Interests
earnings reserve Redemption premium redemption reserve reserve reserve Shares Trust Reserve
Company
reserve reserve fund
As at April 1, 2018 27 (10 334) 99 9 3 420 130 5 497 1 955 63 2 15 (96) 760 1 627
Profit / (loss) for the year (1 513) - - - - - - - - - (1 513) 52
Other comprehensive income / (loss) - - - - - - - - - - (84) (84) (8)
(1 513) - - - - - - - - - (84) (1 597) 44
Transactions with owners in their capacity
as owners:
- Issue of equity share and debentures, - - - 1 - - - - - - - 1 -
net of transaction cost
- Stock option expense for the year - - - - - - - - - (2) - (2) -
- Dividends paid (345) - - - - - - - - - - (345) -
- Dividend distribution tax (67) - - - - - - - - - - (67) -
- Transfers to: -
Statutory reserve fund (31) - - - - - 31 - - - - - -
Special fund (13) - - - - - - 13 - - - - -
Debenture redemption reserve (200) - - - 200 - - - - - - - -
- Non controlling adjustments 155 - - - (100) - - (7) - - - 48 26
As at March 31, 2019 (12 348) 99 9 3 421 230 5 497 1 986 69 2 13 (180) (1 202) 1 697
Profit / (loss) for the year (1 075) - - - - - - - - - - (1 075) (124)
Other comprehensive income / (loss) - - - - - - - - - - 155 155 (39)
Total comprehensive income / (1 075) - - - - - - - - - 155 (920) (163)
(loss) for the year
Consolidated statement of changes in equity for the year ended March 31, 2020
(` in crore)
Particulars Reserves and surplus Other Attributable Non
comprehensive to Owners controlling
Note Retained Capital Capital Securities Debenture General Statutory Special Treasury RCap ESOP
income of the Interests
earnings reserve Redemption premium redemption reserve reserve reserve Shares Trust Reserve
Company
reserve reserve fund
As per our report of even date attached For and on behalf of the Board
For Pathak H.D. & Associates LLP Chairman Anil D. Ambani
Chartered Accountants Chhaya Virani
Firm Registration No.: 107783W/W100593 Rahul Sarin
Directors
Dr. Thomas Mathew
Vishal D. Shah { A N Sethuraman
Partner Director & Chief Executive Officer Dhananjay Tiwari
Membership No.: 119303 Chief Financial Officer Vaibhav Kabra
Company Secretary & Compliance Officer Atul Tandon
Mumbai Mumbai
117
Dated: May 8, 2020 Dated: May 8, 2020
Reliance Capital Limited
Reliance Capital Limited
Consolidated statement of cash flows for the year ended March 31, 2020
(` in crore)
Particulars For the year For the year
ended ended
March 31, 2020 March 31, 2019
CASH FLOW FROM OPERATING ACTIVITIES :
Profit/(Loss) before tax: (1 224) (1 332)
Adjustments :
Depreciation, amortisation and impairment 123 123
Bad debts recovered & credit balance written back (71) (77)
Net Impairment on financial instruments and balances written off 4 510 2 600
Provision for gratuity / leave encashment - (15)
(Profit) / loss on sale of property, plant and equipment 7 15
Interest income on investments (2 002) (2 575)
Dividend income on investments (153) (226)
Share of net profits of associates accounted for using the equity method (5) (526)
Profit on sale of subsidiary and associates (4 901) -
Share based payment to employees - (2)
Amortised brokerage on borrowings 39 66
Discount on commercial paper 79 230
Interest expenses 3 851 4 233
Operating profit before working capital changes 253 2 514
Adjustments for (increase)/ decrease in operating assets:
Unamortised expenses incurred - (39)
Interest paid (2 709) (4 007)
Trade receivables & loans and advances 15 425 (3 580)
Adjustments for increase/ (decrease) in operating liabilities
Trade payables and liabilities 63 (3 177)
Cash generated from operations 13 032 (8 289)
Less : Income taxes paid (net of refunds) (5) 63
Net cash inflow / (outflow) from operating activities 13 028 (8 352)
CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of property, plant and equipments - (56)
Sale of property, plant and equipments 20 -
Sale of investments in subsidiary and associates 6 028 2 740
Purchase of investments (net) (3 045) -
Interest received 2 858 2 217
Dividend received 153 226
Net cash inflow / (outflow) from investing activities 6 014 5 127
CASH FLOW FROM FINANCING ACTIVITIES :
Dividends paid (including dividend tax thereon) - (412)
Debt securities issued (repaid) (net) (8 557) (2 486)
Borrowing other than debt securities issued (net) (10 693) 2 520
Equity share capital issued (including premium) - 1
Net cash inflow / (outflow) from financing activities (19 250) (377)
NET INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENTS (209) (3 602)
Add : Cash and cash equivalents at beginning of the year 688 4 290
Cash and cash equivalents at end of the year 479 688
- The above statement of cash flows has been prepared under the indirect method as set out in Ind AS 7 ‘Statement of Cash Flows’.
- Components of cash and cash equivalents are disclosed in note no. 4.
As per our report of even date attached For and on behalf of the Board
For Pathak H.D. & Associates LLP Chairman Anil D. Ambani
{
Chartered Accountants Chhaya Virani
Firm Registration No.: 107783W/W100593 Rahul Sarin
Directors
Dr. Thomas Mathew
Vishal D. Shah A N Sethuraman
Partner Director & Chief Executive Officer Dhananjay Tiwari
Membership No.: 119303 Chief Financial Officer Vaibhav Kabra
Company Secretary & Compliance Officer Atul Tandon
Mumbai Mumbai
Dated: May 8, 2020 Dated: May 8, 2020
118
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
1 Background
Reliance Capital Limited (‘the Parent Company’) is registered as Non-Banking Financial Company (NBFC) as defined under
Section 45-IA of the Reserve Bank of India Act, 1934 (RBI) and a Core Investment Company (‘CIC’) in terms of the Core
Investment Companies (Reserve Bank) Directions, 2016 (RBI CIC Directions). As a CIC, the Parent Company is primarily a holding
company, holding investments in its subsidiaries, associates and other group companies.
The Parent Company is a Public Limited Company and its equity shares are listed on two recognised stock exchanges in India
and is incorporated and domiciled in India under the provisions of the Companies Act, 1956. The registered office of the Parent
Company is located at Reliance Centre, Ground Floor, 19, Walchand Hirachand Marg, Ballard Estate, Mumbai – 400 001.
The Parent Company together with its subsidiaries (hereinafter collectively referred as the ‘Group’) and its associates are engaged
in a wide array of businesses in insurance and financial service sector.
2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of preparation
(i) The consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per
the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and notified under section 133
of the Companies Act, 2013 (the Act) along with other relevant provisions of the Act, Master Direction - Core Investment
Companies (Reserve Bank) Directions, 2016 issued by RBI to the extent applicable and the guidelines issued by National
Housing Bank (NHB) and the Insurance Regulatory Development Authority of India (IRDAI) to the extent applicable.
The consolidated financial statements have been prepared on a going concern basis.
The Group uses accrual basis of accounting except in case of significant uncertainties.
(ii) Historical cost convention
The consolidated financial statements have been prepared on a historical cost basis, except for the following:
- Certain financial assets and liabilities (including derivatives instruments) are measured at fair value;
- Assets held for sale – measured at fair value less cost to sell;
- Defined benefit plans – plan assets measured at fair value; and
- Share based payments.
2.2 Principles of consolidation and equity accounting
(i) Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group. The Group combines the
financial statements of the Parent Company and its subsidiaries line by line adding together like items of assets, liabilities,
equity, income and expenses. Intercompany transactions, balances and unrealised gains on transactions within the Group
are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the
transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated Statement of
profit and loss, consolidated statement of changes in equity and consolidated balance sheet respectively.
(ii) Associates
Associates are all entities over which the Group has significant influence but not control or joint control.
This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates
are accounted for using the equity method of accounting (see (iii) below), after initially being recognised at cost.
(iii) Equity method
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise
the Group’s share of the post-acquisition profits or losses of the investee in Statement of profit and loss, and the Group’s
share of other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from
associates and joint ventures are recognised as a reduction in the carrying amount of the investment.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including
any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations
or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of
the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary
to ensure consistency with the policies adopted by the Group.
(iv) Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with
equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of
the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the
amount of the adjustment to non-controlling interests and any consideration paid or received is recognised within equity.
When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control
or significant influence, any retained interest in the entity is re-measured to its fair value with the change in carrying
amount recognised in Statement of profit and loss. This fair value becomes the initial carrying amount for the purposes of
subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts
previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly
disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive
income are reclassified to Statement of profit and loss.
119
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only
a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to Statement
of profit and loss where appropriate.
2.3 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker.
The power to assess the financial performance and position of the Group and make strategic decisions is vested in the
director & CEO who has been identified as the chief operating decisions maker.
2.4 Foreign currency translation
(i) Functional and presentation currency
Items included in financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are
presented in Indian Rupees ` in crore, which is Parent Company’s functional and presentation currency.
(ii) Translation and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in
Statement of profit and loss.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as
part of the fair value gain or loss. For example, translation differences on nonmonetary assets and liabilities such as equity
instruments held at fair value through statement of profit and loss are recognised in Statement of profit and loss as part of
the fair value gain or loss and translation differences on non-monetary assets such as equity investments classified as FVOCI
are recognised in other comprehensive income.
2.5 Financial instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions of the
instrument. Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group
commits to purchase or sell the asset.
At initial recognition, the Group measures a financial asset or financial liability at its fair value plus or minus, in the case
of a financial asset or financial liability not at fair value through Statement of profit and loss, transaction costs that are
incremental and directly attributable to the acquisition or issue of the financial asset or financial liability, such as fees and
commissions. Transaction costs of financial assets and financial liabilities carried at fair value through Statement of profit and
loss are expensed in Statement of profit and loss. Immediately after initial recognition, an expected credit loss allowance
(ECL) is recognised for financial assets measured at amortised cost and investments in debt instruments measured at FVOCI,
FVTPL and amortised cost.
When the fair value of financial assets and liabilities differs from the transaction price on initial recognition, the entity
recognizes the difference as follows:
a) When the fair value is evidenced by a quoted price in an active market for an identical asset or liability (i.e. a Level 1
input) or based on a valuation technique that uses only data from observable markets, the difference is recognised as
a gain or loss.
b) In all other cases, the difference is deferred and the timing of recognition of deferred day one Statement of profit and
loss is determined individually. It is either amortised over the life of the instrument, deferred until the instrument’s fair
value can be determined using market observable inputs, or realised through settlement.
When the Group revises the estimates of future cash flows, the carrying amount of the respective financial assets or
financial liability is adjusted to reflect the new estimate discounted using the original effective interest rate. Any changes
are recognised in the Statement of profit and loss.
2.6 Financial assets
(i) Classification and subsequent measurement
The Group has applied Ind AS 109 and classifies its financial assets in the following measurement categories:
- Fair value through profit or loss (FVTPL);
- Fair value through other comprehensive income (FVOCI); or
- Amortised cost.
Debt instruments
Debt instruments are those instruments that meet the definition of a financial liability from the issuer’s perspective, such
as loans, government and corporate bonds and trade receivables.
Based on the factors, the Group classifies its debt instruments into one of the following three measurement categories:
120
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest (‘SPPI’), and that are not designated at FVTPL, are measured at amortised cost. The
carrying amount of these assets is adjusted by any expected credit loss allowance recognised and measured. Interest
income from these financial assets is recognised using the effective interest rate method.
Fair value through other comprehensive income: Financial assets that are held for collection of contractual cash flows
and for selling the assets, where the assets’ cash flows represent solely payments of principal and interest, and that are not
designated at FVTPL, are measured at fair value through other comprehensive income. Movements in the carrying amount
are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains
and losses on the instrument’s amortised cost which are recognised in Statement of profit and loss. When the financial asset
is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to Statement of profit
and loss. Interest income from these financial assets is included in ‘Interest income’ using the effective interest rate method.
Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair
value through Statement of profit and loss. A gain or loss on a debt investment that is subsequently measured at fair value
through Statement of profit and loss and is not part of a hedging relationship is recognised in Statement of profit and loss
in the period in which it arises, unless it arises from debt instruments that were designated at fair value or which are not
held for trading. Interest income from these financial assets is included in ‘Interest income’ using the effective interest rate
method.
Fair value option for financial assets: The Group may also irrevocably designate financial assets at fair value through
profit or loss if doing so significantly reduces or eliminates an accounting mismatch created by assets and liabilities being
measured on different bases.
Interest income
Interest income is calculated by applying the effective interest rate to the gross carrying amount of financial assets, except for:
a) Purchased or originated credit impaired (POCI) financial assets, for which the original credit adjusted effective interest
rate is applied to the amortised cost of the financial asset.
b) Financial assets that are not ‘POCI’ but have subsequently become credit-impaired (or ‘stage 3’), for which interest
revenue is calculated by applying the effective interest rate to their amortised cost (i.e. net of the expected credit loss
provision).
The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the
expected life of the financial asset or financial liability to the gross carrying amount of a financial asset (i.e. its amortised
cost before any impairment allowance) or to the amortised cost of a financial liability. The calculation does not consider
expected credit losses and includes transaction costs, premiums or discounts and fees and points paid or received that are
integral to the effective interest rate, such as origination fees. For POCI financial assets – assets that are credit-impaired
at initial recognition – the Group calculates the credit-adjusted effective interest rate, which is calculated based on the
amortised cost of the financial asset instead of its gross carrying amount and incorporates the impact of expected credit
losses in estimated future cash flows.
Equity instruments
Equity instruments are instruments that meet the definition of equity from the issuer’s perspective; that is, instruments that
do not contain a contractual obligation to pay and that evidence a residual interest in the issuer’s net assets.
The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected
to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent
reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.
Changes in the fair value of financial assets at fair value through profit or loss are recognised in net gain/loss on fair value
changes in the Statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments
measured at FVOCI are not reported separately from other changes in fair value.
Gains and losses on equity investments at FVTPL are included in the Statement of profit and loss.
(ii) Impairment
The Group assesses on a forward looking basis the expected credit losses (ECL) associated with its debt instruments carried
at amortised cost and FVOCI and with the exposure arising from loan commitments and financial guarantee contracts. The
Group recognizes a loss allowance for such losses at each reporting date. The measurement of ECL reflects:
- An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
- The time value of money; and
- Reasonable and supportable information that is available without undue cost or effort at the reporting date about past
events, current conditions and forecasts of future economic conditions.
The measurement of the ECL allowance is an area that requires the use of complex models and significant assumptions
about future economic conditions and credit behavior (e.g. the likelihood of customers defaulting and the resulting
losses). Explanation of the inputs, assumptions and estimation techniques used in measuring ECL, which also sets out key
sensitivities of the ECL to changes in these elements.
A number of significant judgements are also required in applying the accounting requirements for measuring ECL detailed
information about the judgements and estimates made by the Group in the above areas.
121
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
122
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
- Financial liabilities arising from the transfer of financial assets which did not qualify for derecognition, whereby
a financial liability is recognised for the consideration received for the transfer. In subsequent periods, the Group
recognizes any expense incurred on the financial liability; and
- Financial guarantee contracts and loan commitments.
Market linked debentures (MLDs)
The Group has issued certain non-convertible debentures, the rate of interest on which is linked to performance of specified
indices over the period of the debentures. The Group has opted to designate the entire hybrid contract at FVTPL as the
embedded derivative significantly modifies the cash flows that otherwise would be required by the contract. Further, the
embedded derivative is not closely related to the financial liability host contract. The Group hedges its interest rate risk
on MLD by taking positions in future & options based on specified indices. Any gain / loss on these hedge positions is
recognised in Statement of Profit and Loss.
(ii) Derecognition
Financial liabilities are derecognised when they are extinguished i.e. when the obligation specified in the contract is
discharged, cancelled or expires).
The exchange between the Group and its original lenders of debt instruments with substantially different terms, as well as
substantial modifications of the terms of existing financial liabilities, are accounted for as an extinguishment of the original
financial liability and the recognition of a new financial liability. The terms are substantially different if the discounted
present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted
using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash
flows of the original financial liability. In addition, other qualitative factors, such as the currency that the instrument is
denominated in, changes in the type of interest rate, new conversion features attached to the instrument and change in
covenants are also taken into consideration. If an exchange of debt instruments or modification of terms is accounted for
as an extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the
exchange or modification is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount
of the liability and are amortised over the remaining term of the modified liability.
2.8 Financial guarantee contracts and loan commitments
Financial guarantee contracts are contracts that require the issuer to make specified payments to reimburse the holder
for a loss it incurs because a specified debtor fails to make payments when due, in accordance with the terms of a debt
instrument. Such financial guarantees are given to banks, financial institutions and others on behalf of customers to secure
loans, overdrafts and other banking facilities.
Financial guarantee contracts are initially measured at fair value and subsequently measured at the higher of:
- The amount of the loss allowance; and
- The premium received on initial recognition less income recognised in accordance with the principles of Ind AS 115.
Loan commitments provided by the Group are measured as the amount of the loss allowance.
For loan commitments and financial guarantee contracts, the loss allowance is recognised as a provision. However, for
contracts that include both a loan and an undrawn commitment and the Group cannot separately identify the expected
credit losses on the undrawn commitment component from those on the loan component, the expected credit losses on
the undrawn commitment are recognised together with the loss allowance for the loan. To the extent that the combined
expected credit losses exceed the gross carrying amount of the loan, the expected credit losses are recognised as a
provision.
2.9 Repossessed collateral
Repossessed collateral represents financial and non-financial assets acquired by the Group in settlement of overdue loans.
The assets are initially recognised at fair value when acquired and included in premises and equipment, other financial
assets, investment properties or inventories within other assets depending on their nature and the Group’s intention in
respect of recovery of these assets, and are subsequently remeasured and accounted for in accordance with the accounting
policies for these categories of assets.
2.10 Derivatives and hedging activities
Derivatives are initially recognised at fair value on the date on which the derivative contract is entered into and are
subsequently remeasured at fair value. All derivatives are carried as assets when fair value is positive and as liabilities when
fair value is negative.
The method of recognising the resulting fair value gain or loss depends on whether the derivative is designated and qualifies
as a hedging instrument, and if so, the nature of the item being hedged.
Derivatives that are not designated as hedges
The Group enters into certain derivative contracts to hedge risks which are not designated as hedges. Such contracts are
accounted for at fair value through profit or loss and are included in other gains/(losses).
2.11 Revenue Recognition
Revenue is measured at fair value of the consideration received or receivable. Revenue is recognised when (or as) the
Group satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset
is transferred when (or as) the customer obtains control of that asset.
123
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
When (or as) a performance obligation is satisfied, the Group recognizes as revenue the amount of the transaction price
(excluding estimates of variable consideration) that is allocated to that performance obligation.
(i) Brokerage fee income
Revenue recognition for brokerage fees can be divided into the following two categories:
a) Brokerage fees – over time
Fees earned for the provision of services are recognised over time as the customer simultaneously receives and
consumes the benefits, as the services are rendered. These include brokerage fees, which is fixed at inception
irrespective of number of transaction executed. The revenue for such contracts is recognised over the term of the
contract.
b) Brokerage fees – point in time
Revenue from contract with customer is recognised point in time as performance obligation is satisfied. These
include brokerage fees, which is charged per transaction executed.
(ii) Loan processing fees and other operating income
Fees and commission incomes and expenses that are integral to the effective interest rate on a financial asset or
liability are included in the effective interest rate. Fees and commission that are not integral to the effective interest
rate are recognised on accrual basis over the life of the loan. Other operating income i.e. Foreclosure & Bounce
Charges, Loan Renegotiation/modification Charges are accounted on cash basis.
(iii) Income from direct assignment
In case of direct assignment of loans, the assets are derecognized when all the rights, title, future receivables and
interest thereof along with all the risks and rewards of ownership are transferred to the purchasers of assigned loans.
The profit if any, as reduced by the estimated provision for loss/expenses and incidental expenses related to the
transaction, is recognised as gain or loss arising on assignment. Servicing fees received is accounted for based on
the underlying deal structure of the transaction as per the agreement and excess interest spread (EIS) on the deal is
accounted for upfront as and when it becomes due.
(iv) Income from securitisation
In case of securitization of loans, the assets are not derecognised and are continued in the books as loans. Servicing
fees received is accounted for based on the underlying deal structure of the transaction as per the agreement.
(v) Premium income
Premium income on insurance contracts and investment contracts with Discretionary Participative Feature (DPF) is
recognised as income when due from policyholders. For unit-linked business, premium income is recognised when the
associated units are created. Premium on lapsed policies is recognised as income when such policies are revived or
reinstated. In case of linked business, top - up premium paid by policyholders are considered as single premium and
are unitized as prescribed by the regulations. The premium income in case of linked business is recognised when the
associated units are created/allotted.
Premium in respect of reinsurance contracts shall be recognised as income over the contract period or the period of
risk, whichever is appropriate. Reinsurance premium ceded is accounted for at the time of recognition of the premium
income in accordance with the terms and conditions of the relevant treaties with the re-insurers. Impact on account
of subsequent revisions to or cancellations of premium is recognised in the year in which they occur.
Unearned premiums are those proportions of the premium written in a year that relate to years of risks after the
Balance sheet date. Unearned premiums are calculated on either a daily or monthly or pro rata basis.
Premium received in advance represents premium received in respect of policies issued during the year, where the risk
commences subsequent to the Balance Sheet date.
Deposits collected under the investments contracts without a discretionary participation feature are not accounted
for through the income statement, except for the fee income, but are accounted for directly through the statement
of financial position as an adjustment to the investment contract liability. Commission income on reinsurance ceded is
recognised as income in the period in which reinsurance premium is ceded.Net Investment Income.
Investment income consists of dividends, interest and rents receivable for the year, realised gains and losses on debt
securities classified as fair value through other comprehensive income, and realised and unrealised gains and losses
on investments designated at fair value through profit or loss investments. Dividend on equity securities are recorded
on ex-dividend date. Interest income is recognised as it accrues, taking into account the effective yield on the
investment.
A gain or loss on investment is only realised on disposal or transfer, and is difference between the proceeds received,
net of transaction costs, and its original cost or amortised cost, as appropriate.
Unrealised gains and losses, arising on investments which have not been derecognised as a result of disposal or
transfer, represent the difference between the carrying value at the year end and carrying value at the previous year
end or purchase value during the year, less previously recognised unrealised gains and losses in respect of disposals
made during the year.
124
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
Reinsurance assets
The Group cedes reinsurance in the normal course of business, with retention limits varying by line of business.
Premiums ceded and claims reimbursed are presented on a gross basis in the Statement of profit and loss and
statement of financial position as appropriate.
Reinsurance assets, being net contractual rights receivable under re-insurance contract, have been recognised based
on actuarial valuations.
Reinsurance assets primarily include balances due from reinsurance companies for ceded insurance and investment
contract liabilities. This includes balances in respect of investment contracts which are legally reinsurance contracts
but do not meet the definition of a reinsurance contract under Ind AS. Amounts recoverable from reinsurers are
estimated in a manner consistent with the underlying contract liabilities, outstanding claims provisions or settled claims
associated with the reinsured policies and in accordance with the relevant reinsurance contract.
Reinsurance of non-participating investment contracts are accounted for directly through the statement of financial
position. A deposit asset or liability is recognised, based on the consideration paid or received less any explicitly
identified premiums or fees to be retained by the reinsured. These deposit assets or liabilities are shown within
reinsurance assets in the consolidated statement of financial position.
If a reinsurance asset is impaired, the Group reduces the carrying amount accordingly and recognises that impairment
loss in the income statement. A reinsurance asset is impaired if there is objective evidence, as a result of an event that
occurred after initial recognition of the reinsurance asset, that the Group may not receive all amounts due to it under
the terms of the contract, and the event has a reliably measurable impact on the amounts that the Group will receive
from the reinsurer.
A liability for unearned premium shall be created as the amount representing that part of the premium written which
is attributable to, and to be allocated to the succeeding accounting periods, as may be prescribed by the Authority.
Profit commission under reinsurance treaties, wherever applicable, is recognised on accrual basis. Any subsequent
revisions of profit commission are recognised in the year in which final determination of the profits are intimated by
reinsurers.
(vi) Interest income
Interest income is recognised using the effective interest rate
(vii) Dividend income
Dividend income is recognised in the Statement of profit and loss on the date that the Group’s right to receive payment is
established, it is probable that the economic benefits associated with the dividend will flow to the entity and the amount
of dividend can be reliably measured. This is generally when the shareholders approve the dividend.
(viii) Fees and commission income
Fees and commission incomes and expenses that are integral to the effective interest rate on a financial asset or liability are
included in the effective interest rate. Fees and commission that are not integral to the effective interest rate are recognised
on accrual basis over the life of the instrument.
(ix) Portfolio management fee income
Portfolio management fees are recognised on an accrual basis in accordance with the Portfolio Management Agreement
entered with respective clients except in case of Reliance Securities Limited, which is as follows:
a) Processing fees is recognised on upfront basis in the year of receipt;
b) Management fees is recognised as a percentage of the unaudited net asset value at the end of each month;
c) Return based fees is recognised as a percentage of annual profit, in accordance with the terms of the agreement with
clients on the completion of the period.
(x) Online access fees
Online access fees are recognised on straight-line basis, based on the agreement with the clients.
(xi) Infrastructure and resource management fees
Infrastructure and resource management service fees are recognised on accrual basis as per agreements with the clients.
(xii) Trusteeship fee
Trusteeship fee income are recognised on the basis of the agreements entered into between the Settlor and the Trustee.
(xiii) Income from trading in derivatives
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into, and are subsequently
re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in the statement
of profit and loss immediately.
Brokerage and other payments made in connection with the acquisition of derivatives are added to the cost of acquisition.
The amount shown under sale of currency derivatives is net of brokerage.
125
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
126
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
127
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other
repairs and maintenance are charged to Statement of profit and loss during the reporting period in which they are incurred.
Depreciation methods, estimated useful lives & residual value.
Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated
useful lives or, in the case of certain leased furniture, fittings and equipment, the shorter lease term as follows:
The estimated useful lives for the different types of assets are:
(i) Furniture and Fixtures -10 years
(ii) Office equipment - 2 to 5 years
(iii) Computers - 3 years
(iv) Vehicles - 8 years
(v) Plant & Machinery given on lease – 8 years
(vi) Data processing machineries / Information Technology - 2 to 3 years
(vii) Vehicles given on lease - 8 years
(viii) Buildings - 60 years
(ix) Lease asset – Over the of lease term
The property, plant and equipment acquired under finance leases is depreciated over the asset’s useful life or over the shorter of
the asset’s useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of
the lease term.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An
asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount and are recognised in the statement
of profit and loss.
2.19 Intangible assets
(i) Goodwill
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for
impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and
is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying
amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-
generating units or Groups of cash-generating units that are expected to benefit from the business combination in which
the goodwill arose. The units or Groups of units are identified at the lowest level at which goodwill is monitored for internal
management purposes, which in our case are the operating segments.
(ii) Other intangibles
Intangible assets are recognised where it is probable that the future economic benefit attributable to the assets will flow
to the Group and its cost can be reliably measured. Intangible assets are stated at cost of acquisition less accumulated
amortization and impairment, if any.
Expenditure incurred on acquisition/development of intangible assets which are not put/ready to use at the reporting date
is disclosed under intangible assets under development. The Group amortises intangible assets on a straight-line basis over
the useful lives of the assets commencing from the month in which the asset is first put to use. The Group provides pro-rata
depreciation from the day the asset is put to use.
2.20 Investment property
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group, is
classified as investment property. Investment property is measured initially at its cost, including related transaction costs and
where applicable borrowing costs. Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable
that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured
reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced,
the carrying amount of the replaced part is de-recognised.
Investment property are depreciated using the straight-line method over their estimated useful lives.
The useful life has been determined based on technical evaluation performed by the management’s expert.
128
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
129
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
The liability’s fair value is determined in accordance with Ind AS 109 “Financial Instruments” and Ind AS 113 “Fair Value
Measurement”, which is the amount for which the liability could be transferred in an orderly transaction between market
participants at the measurement date. For unit-linked contracts, the fair value liability is equal to the current unit fund value,
including any unfunded units.
2.26 Off-setting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal
course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.
2.27 Fiduciary assets
Assets held by the Group in its own name, but on the account of third parties, are not reported in the consolidated balance
sheet. Commissions received from fiduciary activities are shown in fee and commission income.
2.28 Inventories
- Stock of gold is valued at weighted average cost or realizable value, whichever is lower.
- Financial instruments held as inventory are measured at fair value through profit or loss.
2.29 Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale.
Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is
deducted from the borrowing costs eligible for capitalisation.
Other borrowing costs are expensed in the period in which they are incurred.
2.30 Provisions
Provisions for restructuring are recognised by the Group when it has developed a detailed formal plan for restructuring and has
raised a valid expectation in those affected that the Group will carry out the restructuring by starting to implement the plan or
announcing its main features to those affected by it.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by
considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any
one item included in the same class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present
obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due
to the passage of time is recognised as interest expense.
The measurement of provision for restructuring includes only direct expenditures arising from the restructuring, which are both
necessarily entailed by the restructuring and not associated with the ongoing activities of the Group.
2.31 Claims incurred
Claims incurred comprises of claims paid (net of salvage and other recoveries), change in estimated liability for outstanding
claims made following a loss occurrence reported and change in estimated liability for claims Incurred But Not Reported (‘IBNR’)
and claims Incurred But Not Enough Reported (‘IBNER’). Further, claims incurred also include specific claim settlement costs
such as survey / legal fees and other directly attributable costs.
Salvaged assets are recognised on realisation basis.
Claims (net of amounts receivable from reinsurers / co-insurers) are recognised on the date of intimation on management
estimates of ultimate amounts likely to be paid on each claim based on the past experience. These estimates are progressively
revalidated on availability of further information.
IBNR represents that amount of claims that may have been incurred during the accounting period but have not been reported
or claimed. The IBNR provision also includes provision, if any, required for claims IBNER. Estimated liability for claims IBNR
and IBNER is certified jointly by the Appointed Actuary and the Mentor to the Appointed Actuary of RGICL for the year ended
March 31, 2020.
2.32 Reserve for unexpired risk
Reserve for unexpired risk is made on the amount representing that part of the net premium written which is attributable to
and to be allocated to the succeeding accounting period using 1/365 method for all lines of business other than Marine Hull,
In case of Marine Hull business 100% of the Net Written Premium during the preceding twelve month is recognised as reserve
for unexpired risk.
130
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
131
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
132
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
Notes to the consolidated financial statements for the year ended March 31, 2020
This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life
of the share option, volatility and dividend yield and making assumptions about them.
3.11 Insurance and investment contract liabilities
Assessment of the significance of insurance risk transferred to the Group in determining whether a contract should be
accounted as insurance or investment contracts.
3.12 Measurement of insurance and investment contract liabilities with DPF
Principal assumptions will include those in respect of mortality, morbidity, persistency, expense inflation, valuation interest
rates, future bonus rate and tax rate.
3.13 Estimation of fair value of investments property
The Group has carried out the valuation activity to assess fair value of its Investment in land and property. Accordingly, fair
value estimates for investment in land and property is classified as level 3.
3.14 Impact of COVID-19 Pandemic
COVID -19 continues to spread across the globe and India, which has contributed to a significant decline and volatility
in global and Indian Financial Markets and a significant decrease in the overall economic activities. On March 24, 2020,
the Government of India announced a strict 21 days lockdown which has been further extended across the country to
contain the spread of virus. Covid-19 presented us an operational challenge and required recalibrating the management
methodology for sales, collections, operations, and customers / policyholders servicing etc. The Group believes that it
has taken into account all the possible impact of known events arising out of COVID-19 pandemic in the preparation of
financial statements. However, the impact assessment of COVID-19 is a continuing process given its nature and duration.
The Group continues to monitor for any material changes to future economic conditions.
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
4 Cash and cash equivalents
Cash on hand 8 35
Cheques on hand 62 71
Balances with banks:
In current accounts 408 563
In fixed deposits 1 19
Total 479 688
Notes:
In respect of balances with Banks in Fixed Deposit accounts above includes:
(a) ` 253 crore (Previous year ` 303 crore) have been kept as margin requirement for equity trade settlement and market
linked debentures to exchanges.
(b) ` 6 crore (Previous year ` 865 crore) kept as credit enhancement towards securitisation transaction.
(c) ` 10 crore (Previous year ` 10 crore) are liened against bank overdraft facility.
(d) ` 33 crore (Previous year ` 28 crore) kept as deposit with bank for issuing of Bank Guarantee.
(e) Balances with banks include in ` 20 00 000 (Previous year ` 20 00 000) is kept as deposit with the Pension Fund
Regulatory and Development Authority (PFRDA).
(f) Balances with banks include in ` 2 crore (Previous year ` 1 crore) is kept as deposit with other regulatory authorities.
#Out of above ` 16 crore (Previous year ` 13 crore) are earmarked for specified purpose in a separate bank account.
134
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Particulars As at As at
March 31 2020 March 31 2019
6 Receivables
6A Trade receivables
Receivables considered good - Secured 37 111
Receivables considered good - Unsecured 1 048 718
Receivables - credit impaired 58 36
Less: Allowance for impairment loss (46) (69)
Total 1 097 796
6B Other receivables
Receivables considered good - Unsecured 26 21
Total 26 21
No trade or other receivables are due from directors or other officers of the Group either severally or jointly with any other person. Nor any
trade or other receivables are due from firms or private companies respectively in which any director is a partner a director or a member.
7 Loans
At amortised cost
Term loans 16 240 37 065
Loans repayable on demand 124 146
Loans to related parties (refer note no. 59) 841 30
Others 1 347 1 612
Total (A) - Gross 18 552 38 853
(Less): Impairment loss allowance (3 778) (3 405)
Total (A) - Net 14 774 35 448
Secured by property plant and equipments, other receivables and guarantees 16 550 37 916
Secured by intangible assets 50 35
Unsecured 1 952 902
Total (B) - Gross 18 552 38 853
(Less): Impairment loss allowance (3 778) (3 405)
Total (B) - Net 14 774 35 448
Loans in India
- Public sector - -
- Others 18 552 38 853
Total (C) - Gross 18 552 38 853
(Less): Impairment loss allowance (3 778) (3 405)
Total (C) - Net 14 774 35 448
135
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
AC- Amortised cost, FVTPL- Fair Value Through Profit and Loss, FVOCI- Fair Value through Other Comprehensive Income and DC- Deemed Cost.
Notes
(i) The equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial
recognition to recognize changes in fair value through OCI rather than Statement of profit and loss as these are strategic
investments and the Group considers this to be more relevant.
(ii) Includes Investment of 9 000 (Previous year 9 000) equity shares of Reliance DigiTech Limited are carried at fair value i.e.
at amount transferred under the Scheme of Amalgamation.
(iii) The Group has also sold FVOCI equity instruments with a principal value aggregating to ` 39 crore (Previous year ` 20 crore)
at loss of ` 13 crore (Previous year: Loss ` 3 crore) is recognised under OCI. Additionally, out of the FVOCI debt portfolio,
instruments with a principal of ` 440 crore (Previous year: ` 155 crore) matured. In relation to these, the Group transferred the
profit of ` 7 crore (Previous year: Profit ` 0.60 crore) and unrealised gains / (loss) from OCI to the Statement of profit and loss.
(iv) The Group has investments aggregating to ` 48 crore in unsecured Commercial Paper of IL&FS with maturity date of
February 7, 2019 as on March 31, 2020, the Group is carrying fair value of as ` Nil.
136
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(v) The Group has investments aggregating ` 105 crore in secured debentures of Dewan Housing Finance Limited as on March
31, 2020, the Group is carrying provision for ECL of 75% of total investments in Amortised category and carrying fair
valuation at 25% of the investment in FVTPL category.
(vi) The Group has investments aggregating to ` 244 crore in unsecured AT1 Bond of Yes Bank Limited as on March 31, 2020.
ICRA has downgraded the AT1 Bond to “Default” rating on March 6, 2020 and there is no default on any due interest on
said investment, therefore the Group has not classified the investment as “Non Performing Asset”. RBI has announced their
construction scheme of Yes Bank Limited and subsequently Yes Bank Limited attempted to write down the liability of AT-1
Bonds in their books, through a public notice to the investor. AT-1 Bondholders filed a writ petition before the Hon’ble High
Court against the said action. The Hon’ble High Court has passed an order on March 16, 2020 restraining the respondents
(Union of India through Ministry of Finance , Reserve Bank of India, Administrator of Yes Bank Limited, Yes Bank Limited and
NSDL) from taking any action in the matter relating to the write down of AT-1 Bonds. The Group has issued a letter to the
Depository and ensured that the bonds are live and would continue to have value in the DP system. However, on a prudent
basis the Group has provided 100% of total investments amounting to ` 244 crore as on March 31, 2020 in FVTPL and
FVOCI category. The Group consider the same as a conservative measure to protect stakeholders from uncertainties.
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
9 Other financial assets
Interest accrued - loans (net of provision) 566 1 286
Interest accrued - investments 781 1 270
Advances to others 27 14
EIS receivables 66 203
Deposits
- Considered good 175 78
- Considered doubtful 10 19
Less: provision for doubtful deposits (10) (19)
Unclaimed amount of policyholders 346 55
Reinsurance assets 4 427 3 069
Investment sale to be received 160 111
Others 56 19
Total 6 604 6 105
10 Inventories
Debt securities 6 30
Total 6 30
11 Current tax assets (net)
Income tax paid in advance (net) 213 240
Vat and service tax - 7
Total 213 247
12 Deferred tax assets (net)
Deferred tax assets
Property, plant and equipment 35 44
Defined benefit obligations 4 6
Expenses allowable for tax purpose when paid 6 198
Impairment allowance for financial assets 50 144
Tax losses and unabsorbed depreciation 168 118
Others 28 68
291 578
Deferred tax liabilities
Property, plant and equipment 2 39
Unamortised expenditure 6 41
Fair value adjustments - 51
Others 104 130
112 261
Net deferred tax assets / (liabilities) 179 317
137
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Particulars As at March 31, 2020 As at March 31, 2019
Land Buildings Land Buildings
13 Investment Property
Gross carrying amount
Deemed cost 29 148 29 154
Additions - - - -
Disposals and transfers - (25) - (6)
Closing gross carrying amount 29 123 29 148
Opening accumulated amortisation 25 22 - 5
Amortisation during the year - 3 - 2
Impairment during the year 1 24 25 15
Disposals and transfers - (2) - 0.21
Closing accumulated amortisation 26 47 25 22
Net carrying amount 3 76 4 126
Notes:
i) Of the above, Buildings of subsidiary Reliance Securities limited with carrying value ` 14 lakhs (previous year ` 14 lakhs)
is kept as collateral security against the market linked debentures (MLDs).
ii) The Group has carried out the valuation activity to assess fair value of its Investment in land and buildings which is
` 79 crore (previous year ` 130 crore) Accordingly, fair value estimates for investment in land and buildings is classified
as level 3.
138
Notes to the consolidated financial statement for the year ended March 31, 2020
14 Property, plant and equipment (` in crore)
Own assets Leased assets Total
Particulars Freehold Buildings Data Furniture Vehicles Office Leasehold Plant and Data Vehicles Right of
land processing and Equipments improvement equipments processing use asset
machineries fixtures machineries
Year ended March 31, 2019
Gross carrying amount
Deemed cost as at April 1, 2018 84 177 137 34 8 45 29 47 24 5 - 590
Additions - - 21 2 1 5 7 - - - - 36
Disposals and transfers - (11) (10) (5) (0.3) (7) (1) (4) - (2) - (40)
Closing gross carrying amount 84 166 148 31 9 43 35 43 24 3 - 586
139
Reliance Capital Limited
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
15 Intangible assets
A Goodwill (` in crore)
Accumulated amortisation
Opening accumulated amortisation 165 1 166 - 166
Amortisation during the year 31 - 31 - 31
Disposals and transfers (1) - (1) - (1)
Closing accumulated amortisation 195 1 196 - 196
Net carrying amount as at March 31, 2019 108 - 108 7 115
140
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
16 Other non-financial asset
(Considered good unless otherwise stated)
Capital advances 301 316
Advance to vendors
- Considered good 128 43
- Considered doubtful 9 7
Less: provision for doubtful advances (9) (7)
Prepaid expenses 71 54
Balance with VAT, Service tax and GST authorities 272 105
Repossessed assets held for sale 4 149
Less : Provision for impairment (2) (44)
Total 774 623
17 Payable
17A Trade payable (` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
- Total outstanding dues of micro enterprises and small enterprises 1 -
(Refer table below)
- Total outstanding dues of creditors other than micro enterprises and small 1 645 847
enterprises
Total 1 646 847
The information as required under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) has been
determined to the extent such parties have been identified on the basis of information received from suppliers regarding their
status under the said act as available with the Group and relied upon by the auditors, is as follows:
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
Outstanding principal amount and interest due to suppliers registered under MSMED
Act and remaining unpaid at the year end:
- Principal amount 1 0.04
- Interest due thereon - 0.02
Interest paid other than under section 16 of MSMED Act, to suppliers registered - -
under MSMED Act, beyond the appointed day during the period.
Interest paid under section 16 of MSMED Act, to suppliers registered under MSMED - -
Act, beyond the appointed day during the year.
Amount of interest due and payable (where the principal has already been paid but - -
interest has not been paid).
The amount of interest accrued and remaining unpaid at the end of each accounting - 0.02
year.
The amount of further interest remaining due and payable even in succeeding - -
years, until such date when the interest dues as above are actually paid to the small
enterprise, for the purpose of disallowance as a deductible expenditure under section
23 of MSMED Act.
17B Other payable (` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
- Total outstanding dues of micro enterprises and small enterprises - -
- Total outstanding dues of creditors other than micro enterprises and small 759 1 949
enterprises
Total 759 1 949
141
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
18 Debt securities
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
Debentures and bonds
- Secured 16 032 23 847
- Unsecured 1 331 1 807
At fair value through profit and loss
- Debentures (secured) 719 986
Total 18 082 26 640
Debt securities in India 18 082 26 640
Debt securities outside India - -
Total 18 082 26 640
142
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Rate of Interest 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26 2026-27 2027-28 2028-29 2029-30 Total
8.50% - - 480 - - - - - - - - 480
8.52% - - - - - 54 - - - - - 54
8.65% - - 20 - - - - - - - - 20
8.66% - - - - - - - - 35 - - 35
8.75% - 15 245 170 191 - - - - - - 621
8.80% - - - - 300 - - - - - - 300
8.83% - - - 1,000 - - - - - - - 1,000
8.85% - - 200 - - - - 1,500 - - - 1,700
8.90% - - 500 - - - - - - - - 500
8.93% - - - - - - - - 900 - - 900
9.00% - - - - - - - 1,500 - - - 1,500
9.03% - - - 393 - - - - - - - 393
9.05% - - - - - - - - 1,500 - - 1,500
9.10% - - 15 15 15 15 - 228 - - - 289
9.15% 200 23 - - - - - - - - - 223
9.23% - - - - - - - - 208 - - 208
9.12% - 15 - - - - - - - - - 15
9.25% 150 - - - 6 - - - - - - 156
9.32% - - - - - 20 - - - - - 20
9.40% - - - - 1,500 - - - - - - 1,500
9.42% - - - - - 40 - - - - - 40
9.50% - - - - 489 - - - - - - 489
9.65% - - - - - 250 - - - - - 250
9.70% 15 - - - - - - - - - - 15
9.80% - - - 500 - - - - - - - 500
9.85% - - - 45 - - - - - - - 45
9.90% - 500 - 75 - - - - - - - 575
9.95% - - - 85 - - - - - - - 85
10.00% - - - 10 - - - - - - - 10
10.05% - - - 7 - - - - - - - 7
10.10% - - - 10 - 1,070 - - - - - 1,080
10.15% - - - - - - 8 - - - - 8
10.19% - - - - 155 - - - - - - 155
10.20% - - - 82 - - - - - - - 82
10.25% - - - 40 - - - - - - - 40
10.28% 15 - - - - - - - - - - 15
10.35% - 155 - 5 - - - - - - - 160
10.40% - - - 350 - - - - - - - 350
10.50% - - 25 20 15 - - - - - - 60
10.60% - - 83 51 - - - - - - - 134
10.75% - - 367 - - - - - - - - 367
MLD 168 256 147 122 24 - - - - 16 - 732
Total 878 2 164 2 121 2 980 2 695 1 449 8 3 228 2 643 16 - 18 182
# Zero coupon deep discount non convertible debentures.
143
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
19 Borrowings (other than debt securities)
At amortised cost
Loan from banks and financial institution (secured) 5 899 10 848
Cash credit (secured) 1 205 1 893
Overdraft from banks (secured) 4 2
Inter corporate deposits (secured) 73 -
Inter corporate deposits (unsecured) 855 376
Commercial Paper (unsecured) 630 2 251
Other loan (pass through certificates) - 3 177
Total (A) 8 666 18 547
(` in crore)
Nature 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26 Total
Loan from banks and financial 2 791 1 714 859 288 136 113 5 901
institution*
Cash Credit 1 205 - - - - - 1 205
Overdrafts from banks 4 - - - - - 4
* Loan from banks and financial institution includes prepaid brokerage of ` 2 crore.
Security clause of Borrowings:
a) The term loans from banks and financial institution aggregating to ` 624 crore (Previous year ` 615 crore) are secured by
way of pari passu first charge on all present and future book debts, receivables, bills, claims and loan assets of the Parent
Company.
b) The term loans from banks and financial institution aggregating to ` 5 276 crore (Previous year ` 5 621 crore) are secured
by way of first pari-passu charge on all present and future book debts, business receivables, current assets, investments and
all other assets of the subsidiary Reliance Commercial Finance Limited.
c) The cash credit facilities aggregating to ` 1 205 crore (Previous year ` 1 370 crore) are secured by way of first pari-passu
charge on all present and future book debts, business receivables, current assets, investments and all other assets of the
subsidiary Reliance Commercial Finance Limited.
d) The bank overdraft facilities aggregating to ` 4 crore (Previous year ` 2 crore) is secured against fixed deposit of ` 5 crore
(Previous year ` 5 crore) held by subsidiary Reliance Commodities Limited. The rate of interest on bank overdraft varies from
8% to 9% and are repayable at maturity ranging up to 12 months.
e) Inter Corporate Deposit aggregating to ` 73 crore (Previous year ` Nil) are secured by way of pari passu first charge on all
present and future book debts, investment, and business receivables of the Parent Company.
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
20 Deposits
At amortised cost
Security deposits lease 4 4
Total 4 4
The Group has not accepted any deposit from directors / key management personnel. The deposits have not been guaranteed
by directors or others. Also, the Group has not defaulted in repayment of deposits and interest thereon.
21 Subordinated liabilities
Preference shares other than those qualified as Equity 158 124
Non-convertible Tier II debentures - 845
Total 158 969
In India 158 969
Outside India - -
144
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
(` in crore)
23 Current tax liabilities
Provision for income tax (net of advance tax) 4 5
Total 4 5
24 Provisions
Employee benefits 63 48
Provision for financial guarantee obligation 243 346
Other reserves and provisions 68 32
Total 374 426
a) Summary of ECL on Financial Guarantee Obligation by stage distribution (` in crore)
Particulars Stage 1 Stage 2 Stage 3 Total
March 31, 2020 217 - 26 243
March 31, 2019 101 234 11 346
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
25 Other non-financial liabilities
Income and other amounts received in advance 681 362
Provisi on for expenses 61 338
Advance receipts from customers 52 93
Payable for employee benefits 10 2
Unallocated premium 502 898
Statutory dues 101 88
Others 28 16
Total 1 435 1 797
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
Number ` Number `
26 Equity share capital
Authorised
Equity shares of ` 10 each 30 00 00 000 300 30 00 00 000 300
Preference shares of ` 10 each 10 00 00 000 100 10 00 00 000 100
Issued and subscribed
Equity shares of ` 10 each 25 40 53 108 254 25 40 53 108 254
Paid up
Equity shares of ` 10 each 25 27 08 902 252 25 27 08 902 252
Add: Forfeited shares (amount originally paid up on 13 44 206 13 44 206 1 13 44 206 1
equity shares of ` 10 Each (previous year 13 44 206)
Total 253 253
145
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
a) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the year.
(` in crore)
Particulars As at March 31, 2020 As at March 31, 2019
Number ` Number `
Outstanding at the beginning of the year 25 27 08 902 253 25 27 04 682 253
Stock options exercised under the ESOS (** ` 42 200) - - 4 220 **
Outstanding at the end of the year 25 27 08 902 253 25 27 08 902 253
b) Terms and rights attached to equity shares
The Parent Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares
is entitled to one vote per share.
In the event of liquidation of the Parent Company, the holders of equity shares will be entitled to receive any of the
remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amounts
exists currently. The distribution will be in proportion to the number of equity shares held by the shareholders.
The dividend proposed by the Board of Directors is subject to the approval of shareholders at the Annual General Meeting,
except in case of interim dividend.
c) Shares reserved for issue under options
Information relating to the Reliance Capital Limited Employee Stock Option Scheme (ESOS), including details regarding
options issued, exercised and lapsed during the year and options outstanding at the end of the reporting period is set out
in Note 41.
d) Details of shareholders holding more than 5% of the shares in the Parent Company
146
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Particulars As at As at
March 31, 2020 March 31, 2019
g) Statutory reserve fund
Opening balance 1 986 1 955
Add: Amount transferred from Statement of Profit and loss 1 31
Closing balance 1 987 1 986
h) Retained earnings
Opening balance (12 348) (10 334)
Add: Additions transferred from Statement of Profit and Loss (1 075) (1 513)
Less: Dividend - 345
Less: Tax on dividend - 67
Less: Transfer to special reserve - 13
Less: Transfer to statutory reserve fund 1 31
Less: Transfer to debenture reserve fund 2 200
Add/(Less) : Changes during the year (141) 155
Closing balance (13 567) (12 348)
i) Treasury shares 2 2
j) Rcap ESOP trust reserve
Opening balance 13 15
Add: Additions/ (transfers) during the year (3) (2)
Closing balance 10 13
k) Other Comprehensive Income
Opening balance (180) (96)
Add: Additions/ (transfers) during the year 155 (84)
Closing balance (25) (180)
Total (2 547) (1 202)
Nature and purpose of reserve
a) Capital reserve
Capital Reserves are mainly the reserves created during business combination for the gain on bargain purchase. Includes
` 93 crore (Previous year: ` 93 crore) created pursuant to the Scheme of Amalgamation approved by High Court which
shall for all regulatory and accounting purposes be considered to be part of the owned funds / net worth of the Parent
Company.
b) Capital redemption reserve
The capital redemption reserve is created by transferring nominal value of the owned equity shares purchased out of free
reserves or securities premium. The reserve is to be utilised in accordance with the provisions of the Companies Act, 2013.
c) Debenture redemption reserve
The group is required to create a debenture redemption reserve out of the profits which is available for payment of dividend
for the purpose of redemption of debentures. Pursuant to IRDAI circular no. IRDA/F&A/OFC/01/2014-15/115 dated
August 4, 2017, and as required by Companies (Share Capital and Debentures) Rules 2014, the Group has created
Debenture Redemption Reserve for ` 2 crore (Previous year ` 6 crore), thereafter no more Debenture Redemption Reserve
is required to be created pursuant to amendment to the Companies (Share Capital and Debentures) Rules, 2014 dated
August 16, 2019.
d) Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited
purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act,2013.
e) General reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the
general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive
income, items included in the general reserve will not be reclassified subsequently to Statement of profit and loss. Includes
` 3 837 crore (Previous year ` 3 837 crore) created pursuant to Schemes of Amalgamation approved by High Court.
f) Statutory reserve fund
Statutory reserve fund is created by transferring 20% of the profit for the year as per reserve bank of India guidelines for
NBFC Companies. The Group is yet to obtain RBI approval to release statutory reserve fund to retained earnings.Created
pursuant to Section 45-IC of the Reserve Bank of India Act, 1934.
g) Special reserve
An amount equivalent to 20% of the profits is transferred to special reserve fund in one of the subsidiaries as per Prudential
Norms of RBI. Created pursuant to Section 29C of the National Housing Bank Act, 1987.
147
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
148
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Particulars 2019-20 2018-19
36 Net (gain) / loss on fair value changes
Realised (868) (830)
Unrealised 2 892 1 529
Total 2 024 699
37 Impairment on financial instruments
On financial instruments measured at amortised cost:
Loans 4 371 2 168
Investments 50 129
Others 89 303
Total 4 510 2 600
149
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
c) The Parent Company introduced ESOS 2017 which covers eligible employees of the Parent Company and its subsidiaries.
The vesting of the options is from expiry of one year till four years as per Plan. Each Option entitles the holder thereof to
apply for and be allotted / transferred one Equity Share of the Parent Company upon payment of the exercise price during
the exercise period.
150
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
ESOS 2017
Grant Date July 27, 2017 February 8, 2018 March 28, 2018 October 05, 2018 February 13, 2019
Price of Underlying Stock (`) 556 442 429 270 137
Exercise / Strike Price (`) 556 442 429 270 137
The fair value of the options granted was estimated on the date of grant using the Black Scholes Model with the following
assumptions:
Risk Free Interest Rate 6.25% to 6.59% 6.89% to 7.46% 7.13% to 7.34% 7.78% to 8.06% 7.04% to 7.20%
Expected Dividend yield 1.59% 2.38% 2.45% 4.07% 8.05%
Expected Life (years) 2.50 to 5.51 2.50 to 5.51 4.01 to 5.51 2.50 to 5.51 4.01 to 5.51
Expected Volatility 39.58% to 41.92% 42.75% to 42.03% 42.69% to 41.93% 42.23% to 42.77% 46.01% to 45.17%
Weighted Average Fair 829 597 593 86.64 33.96
value (`)
The information covering stock options granted, exercised, forfeited and outstanding at the year end is as follows:
(As certified by the management)
No. of stock options as at March 31, 2020
Outstanding at the beginning of - - - 20 53 040 8 200
the year
Granted during the year - - - - -
Exercised during the year - - - - -
Forfeited / Lapsed / Expired - - - 5 72 750 -
during the year
Outstanding at the end of the - - - 14 80 290 8 200
year
Vested and exercisable 4 10 608 1 640
Notes to the consolidated financial statements for the year ended March 31, 2020
Vested Phantom Options can be exercised on continuation of employment any time upto 3 years from the date of last vesting
and upon cessation of employment as per the terms of the Scheme. Settlement of Phantom Option is done in cash within 90
days from the date of exercise. For the current year the Parent Company has closed the scheme and paid the amount.
43 Leases
As a Lessor
Details of future minimum lease receivables are as under :
(` in crore)
Particulars 2019-20 2018-19
Not later than one year 2 5
Later than one year and not later than five years 0.38 7
later than five years - -
As a Lessee
Changes in carrying value of right of use assets for the year ended March 31, 2020 : (` in crore)
Particulars 2019-20
Opening balance 9
Additions 10
Interest expense -
Payment of lease liabilities ( 5)
Closing balance 14
Interest Expense on lease liability and movement in lease liabilities for the year ended March 31, 2020 (` in crore)
Particulars 2019-20
Opening balance 9
Additions 10
Interest expense 1
Payment of lease liabilities ( 6)
Closing balance 14
(` in crore)
Particulars 2019-20 2018-19
Current tax 56 67
Deferred tax (80) 55
Total (24) 122
152
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Particulars 2019-20 2018-19
Reconciliation of profit/ (loss) before tax to taxable profit / (loss) ( 1 223) ( 1 332)
Effect of expenses that are not deductible in determining taxable profit 356 ( 3 091)
Tax losses on which no deferred tax has been recognised 1 779 1 602
Effect of expenses that are deductible in determining taxable profit ( 15) ( 24)
Effect of incomes which are exempt from tax ( 34) ( 151)
Other adjustments 21 31
Taxable (loss) / Profit 884 ( 2 965)
Income tax expense at effective tax rate ( 24) 122
Effective tax rate 2.74% 1.98%
Note: As a matter of prudence the Group has not to recognise deferred tax assets (net) in books of accounts.
(` in crore)
Particulars 2019-20 2018-19
Unutilised brought forward losses on which no deferred tax asset has been 7 751 7,987
recognised*
Unutilised MAT Credit Entitlement on which no deferred tax asset has been 373 373
recognised
Note:
* The unabsorbed tax losses has been considered to the extent of amount determined and claimed in the income tax
returns filed with the Income Tax Authorities.
153
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
2019-20 (` in crore)
Particulars With DPF Without DPF (Non-Par) Total
VIP Linked Non- Total VIP Linked Non- Total
Linked Linked
Gross Liability at the beginning 421 - 5,085 5,506 26 5,672 7,321 13,020 18,526
of the year Add/(Less)
Methodology/ Modelling 8 - 1 9 - - (5) (5) 4
Change
154
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
2019-20 (` in crore)
Particulars With DPF Without DPF (Non-Par) Total
VIP Linked Non- Total VIP Linked Non- Total
Linked Linked
Expected Change in existing
business liabilities
Premium 25 - 991 1,017 - 547 1,821 2,368 3,384
Insurance Liabilities released
On completion of the - - (99) (99) - (538) (3) (540) (639)
insurance contracts
On surrender of the (31) - (88) (119) - (698) (182) (881) (1,000)
insurance contracts
On lapsation of the - - (8) (8) - (5) (91) (96) (104)
insurance contracts
Others (52) - (490) (542) - (882) (338) (1,220) (1,762)
Unwinding of discount rate 18 - 312 330 - (688) 466 (222) 108
Release of zeroisation/ 4 - (12) (8) - (27) (68) (95) (103)
surrender value floor
Impact due to assumption
changes
Economic assumptions - - 1 1 - 1 1 2 2
Operating assumptions - - 25 25 - (1) (46) (47) (22)
Variance between actual and
expected experience
Economic assumptions - - - - - - - - -
Operating assumptions - - - - - - - - -
Change in Undistributed
Participating Policyholders
surplus
Opening Balance - - 427 427 - - - - 427
Amount utilised during the - - (196) (196) - - - - (196)
year
Amount Credited during - - (195) (195) - - - - (195)
the year
Closing Balance - - 37 37 - - - - 37
Provisions in respect of new 3 - 15 19 - 440 178 618 637
business
Other Movements
Change in any global (6) - 7 1 2 (5) 59 57 57
reserves
Change in benefit on - - - - - - - - -
account of bonus changes
Change due to policy - - - - - - - - -
alterations
Others (4) - (175) (179) 0 259 (48) 211 32
Gross Liability at the end of 386 - 5,173 5,559 29 4,074 9,067 13,170 18,729
the year
Reinsurance Asset at the end - - - - - - - - -
of the year
Net Liability 386 - 5,173 5,559 29 4,074 9,067 13,170 18,729
155
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
2018-19 (` in crore)
Particulars With DPF Without DPF (Non-Par) Total
VIP Linked Non- Total VIP Linked Non- Total
Linked Linked
Gross Liability at the beginning 558 - 4,484 5,042 24 6,207 5,555 11,785 16,828
of the year Add/(Less)
Methodology/ Modelling - - - - - 2 1 3 3
Change
Expected Change in existing
business liabilities
Premium 29 - 1,093 1,122 - 521 2,262 2,783 3,905
Insurance Liabilities released
On completion of the - - (120) (120) - (307) (6) (313) (433)
insurance contracts
On surrender of the insurance (45) - (77) (121) - (622) (116) (738) (860)
contracts
On lapsation of the insurance - - (15) (15) - (2) (80) (82) (97)
contracts
Others - (541) (691) - (1,164) (936) (2,100) (2,791)
(151)
Unwinding of discount rate 21 - 282 303 - 380 377 757 1,060
Release of zeroisation/surrender (1) - (22) (22) - (11) (51) (62) (84)
value floor
Impact due to assumption
changes
Economic assumptions - - - - - - - - -
Operating assumptions 2 - 73 76 - - 59 59 135
Variance between actual and
expected experience
Economic assumptions - - - - - - - - -
Operating assumptions - - - - - - - - -
Change in Undistributed
Participating Policyholders
surplus
Opening Balance - - 328 328 - - - - 328
Amount utilised during the - - (344) (344) - - - - (344)
year
Amount Credited during the - - 444 444 - - - - 444
year
Closing Balance - - 427 427 - - - - 427
Provisions in respect of new 15 - 10 25 - 575 171 746 771
business
Other Movements
Change in any global 1 - 16 17 2 (3) 14 13 30
reserves
Change in benefit on - - - - - - - - -
account of bonus changes
Change due to policy - - - - - - - - -
alterations
Others (9) - (200) (208) - 96 73 168 (40)
Gross Liability at the end of the 421 - 5,085 5,506 26 5,672 7,321 13,020 18,526
year
Reinsurance asset at the end of - - - - - - - - -
the year
Net Liability 421 - 5,085 5,506 26 5,672 7,321 13,020 18,526
156
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
48 Going Concern
(a)
The Parent Company has defaulted in repayment of obligation to the Lenders & Debenture holders and has incurred losses
during the year which indicate material uncertainty exists that may cast a significant doubt on the Parent Company’s ability
to continue as a Going Concern. The Parent Company is in the process of meeting its obligations by way of time bound
monetization of its assets subject to approval from regulators, court and lenders. Accordingly, the financial results of the
Parent Company have been prepared on a “Going Concern” basis.
(b) The Group’s subsidiary Reliance Commercial Finance Limited (RCFL) has incurred losses amounting to ` 1 441 crore
(Previous year ` 1 892 crore) and as on March 31, 2020 it has accumulated losses of ` 3 333 crore (Previous year
` 1 892 crore). Pursuant to Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions
2019 vide RBI circular dated June 7, 2019, the RCFL has entered into an Inter-Creditor Agreement (ICA) on July 6, 2019
for the resolution of its debt. The timeline of 180 days given in the Circular were expired on January 3, 2020. In the
Lender’s meeting held on January 16, 2020 all lenders had agreed to extend the ICA period till March 31, 2020 and it is
further extended till June 30, 2020 in lenders meeting held on March 26, 2020. RCFL is confident of implementing its
Resolution Plan within the said extended period. In view of the steps taken by RCFL as mentioned above, the accounts of
RCFL have been prepared on “Going Concern” basis.
(c) The Group’s associate Reliance Home Finance Limited (RHFL) has engaged with all its lenders for arriving at the debt
resolution plan. In this regard, lenders of RHFL have entered into an Inter-Creditor Agreement (ICA) in accordance with the
circular dated June 7, 2019 issued by the Reserve Bank of India (RBI) on Prudential Framework for Resolution of Stressed
Assets. Majority of our lenders have already executed the ICA dated July 6, 2019 with Bank of Baroda acting as the lead
lender. The RHFL’s lenders at the steering committee meeting have appointed the resolution advisors, cashflow monitoring
agency, forensic auditor, valuers and legal counsel. The period of 180 days as envisaged in the Circular expired on January
3, 2020 and the lenders have agreed to extend the ICA till June 30,2020 and have communicated with RBI for the same.
RHFL is confident of implementing its Resolution Plan and in view of the steps taken by the RHFL, the accounts of RHFL
have been prepared on Going Concern Basis.
(d) The Group’s subsidiary Reliance Capital Pension Fund Limited (RCPFL) during the year, has voluntary withdrawal of the
certificate of registration granted by the Pension Fund Regulatory and Development Authority (PFRDA) vide dated June
04, 2019. The PFRDA vide letter dated July 31, 2019 and November 15, 2019 approved the deregistration. Hence on
account of this, the books of account of has not been prepared on basis of going concern basis. The assets and liabilities
are accounted for at their realisable value.
(e) The Group’s subsidiary Reliance Money Precious Metals Private Limited (RMPML), the accumulated losses as at March 31,
2020 exceed paid up capital resulting in an erosion of its capital. The accounts have been prepared on ‘Going Concern’ basis
on the understanding that finance will continue to be available to the RMPML for working capital requirements.
(f) The Group’s subsidiary Reliance Money Solutions Private Limited, the accumulated losses as at March 31, 2020 exceed
paid up capital resulting in an erosion of its capital. The accounts have been prepared on ‘Going Concern’ basis on the
understanding that finance will continue from the Associate Company i.e. Reliance Securities Limited.
(g) The Group’s subsidiary Reliance Wealth Management Limited (RWML), has incurred net losses ` 22 crore (PBT) and
` 32 crore (PAT), resulted in erosion of the Net worth of RWML. Further, in has certain outstanding vendor and employee
payable, RWML’s ability to meet its obligations is significantly dependent on material uncertain events including retaining
and growing its current Portfolio of PMS business and distribution of Mutual fund business. RWML is confident that such
cash flows would enable it to service its debt and discharge its liabilities, including employee and vendor payables in the
normal course of its business. RWML has also got confirmation from one of fellow subsidiary for continuous support for
its working capital requirement for next one year. Accordingly, the financial statement of RWML has been prepared on a
going concern basis.
(h) The subsidiary companies of Quant Capital Private Limited, i.e. Quant Securities Private Limited and Quant Investment
Services Private Limited Companies are having negative net worth. However, having regard to continued financial support
from the promoters, the financial statements have been prepared on going concern basis without any adjustment to the
carrying value of assets and liabilities.
As stated in para (a) to (h) above, the Group is in the process of meeting all its obligations through time bound monetization
of its assets, and accordingly the financial results of the Group have been prepared on a “Going Concern” basis.
49 a) The Parent Company, its subsidiary namely Reliance Commercial Finance Limited, and its associates namely
Reliance Home Finance Limited, previous auditor’s, after resigning from the office in June 2019 submitted a report under
Section 143(12) of the Companies Act, 2013 with the Ministry of Corporate Affairs for matters relating to FY 2018-
19. The Group has examined the matter and also appointed legal experts, who independently carried out an in-depth
examination of the matters and issues raised therein and have concluded that there was no matter attracting the provisions
of Section 143(12) of the Companies Act, 2013. The matter is under consideration with the Ministry of Corporate
Affairs.
b) The Parent Company has given Inter corporate deposits to an entity aggregating to ` 390 crore which is fully secured
by way of first charge on their assets and additionally secured by a corporate guarantee by a group company. The Parent
Company has evaluated the financial position and the repayment capacity of the above entities and believes that no
adjustments are required to the carrying value of the said exposures.
157
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
c) The Parent Company has entered into Binding Share Purchase Agreement on May 23, 2019 for sale of its shareholding
in Nippon Life India Asset Management Limited (NLIAML) to Nippon Life Insurance Company, Japan. The same has been
executed and accordingly NLIAML has ceased to be associate of the Company w.e.f September 27, 2019. On account of
the transactions, the group has recognised net realised gain on fair value change of ` 4 901 crore.
d) The Parent Company had pledged its entire equity holding (25 15 49 920 shares) in Reliance General Insurance Company
Limited (RGIC) in favour of IDBI Trusteeship Services Limited (Trustee) against dues of third party guaranteed by the
Company. The Trustee on November 19, 2019 invoked the pledge and presently holds the shares of RGIC in their custody.
vide orders dated December 4, 2019 and December 27, 2019 Insurance Regulatory and Development Authority of India
(IRDAI) has informed the Company that the shares are being held by the Trustee in the capacity as Trustee and the shares
have not been transferred. The said order was challenged in Securities Appellate Tribunal Mumbai (SAT) and SAT vide order
dated February 27, 2020 also confirmed that the Trustee is also holding shares as Trustee / custodian and will not exercise
any control over RGIC and cannot exercise any voting rights on shares of RGIC. Accordingly, RGIC continues to be a wholly
owned subsidiary of the Company.
e) The Parent Company had pledged 3.35% equity shares (2 04 97 423 shares ) of Nippon Life India Asset Management
Limited in favour of IndusInd Bank Limited (IBL) against due of third party. IBL has illegally invoked the pledge which
has been challenged by the Parent Company before the Hon’ble High Court of Bombay. The High Court has referred the
matter to the arbitration wherein pursuant to an interim application by the Company a Status Quo order has been passed.
Accordingly, the said shares continue to remain in a separate demat account and the matter is now pending for filing of
Statement of Claim by the Parent Company. Accordingly the Parent Company continues to consider its rights on the above
referred shares for the guarantee given on behalf of group company.
f) The Trustee to the Debenture holders of the Parent Company has initiated proceedings against the Parent Company
before the Debt Recovery Tribunal Mumbai. The application of the trustee is listed for hearing on May 8 2020. The Parent
Company is also considering to file an appeal before Debt Recovery Appellate Tribunal against such proceedings.
50 In case of Reliance Commercial Finance Limited (RCFL):
The Group’s subsidiary Reliance Commercial Finance Limited (RCFL) had given general purpose corporate loan/working capital
term loan to certain bodies corporate in the ordinary course of business, the terms of which are at arms’ length basis. None
of these loans constitute as transactions with related parties. However, in few cases, RCFL’s borrowers had undertaken onward
lending transactions to companies which are identified as Group Companies by the Parent Company in terms of the Core
Investment Companies (Reserve Bank) Directions, 2016. These loans are secured and in few cases they are further guaranteed
by the Group Companies.
51 In case of Reliance General Insurance Company Limited (RGICL)
a) Basis used for determining IBNR / IBNER and Valuation of Liabilities as at March 31, 2020
The liability for IBNR and IBNER as at March 31, 2020 has been estimated by Appointed Actuary as per the IRDA circular
no. 11/IRDA/ACTL/IBNR/2005-06 dated June 8, 2005 and Insurance Regulatory and Development Authority of India
(Assets, Liabilities and Solvency Margin of General Insurance Business) Regulations, 2006.
For all lines of business, the estimation was carried out using past trends in the claims experience as indicated by paid claims
chain ladder and incurred claims chain ladder approach.
Bornhuetter - Ferguson method of estimation was also applied for some lines as considered appropriate by the Appointed
Actuary.
b) Terrorism Pool
In accordance with the requirements of IRDAI, the company together with other insurance companies participates in the
Terrorism Pool. This pool is managed by the General Insurance Corporation of India (GIC). Amount collected as terrorism
premium in accordance with the requirements of the Tariff Advisory Committee (TAC) are ceded at 100% of the terrorism
premium collected to the Terrorism Pool.
In accordance with the terms of the agreement, GIC retrocede to the company, terrorism premium to the extent of the
company’s share in the risk which is recorded as reinsurance accepted. Such reinsurance accepted is recorded based on
quarterly statements received from GIC. The reinsurance accepted on account of terrorism pool has been recorded in
accordance with the latest statement received from GIC.
The Company has created liability to the extent of 50% of premium retro ceded to the company through reserve for
unexpired risks.
c) India Nuclear Insurance Pool
In View of the passage of the civil liability for Nuclear Damage Act, 2010, GIC Re as Indian Reinsurer initiated the formation
of the India Nuclear Insurance Pool (INIP) along with other domestic non-life insurance companies by pooling the capacity
to provide insurance cover for nuclear risks. INIP is an unregistered reinsurance arrangement among its members i.e.
capacity providers without any legal entity. GIC Re & 11 other non-life insurance companies are founder members with
their collective capacity of ` 1 500 crore. GIC Re is also appointed as the pool manager of the INIP. The business
underwritten by the INIP will be retroceded to all the member companies including GIC Re in proportion of their capacity
collated. Out of the total capacity of ` 1 500 crore of the INIP the capacity provided by the company is ` 20 lakh.
158
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
In accordance with the terms of the agreement, GIC Re retrocede to the company to the extent of the company’s share in
the risk which is recorded as reinsurance accepted based on the half yearly statements received from GIC Re.
d) Contribution to Environment Relief Fund
For the year ended March 2020, the Company had collected ` 18 lakh (Previous year : ` 13 lakh) towards Environment
Relief Fund (ERF) for public liability policies and an amount of ` 19 lakh (Previous year: ` 13 lakh) transferred to “United
India Insurance Company Limited, Environment Fund Account” as per Notification of ERF scheme under the public liability
Insurance Act, 1991 as amended, balance amount of ` 11 thousand (Previous year: ` 57 thousand) is shown under current
liabilities.
e) Contribution to Solatium Fund
In accordance with the requirements of the IRDAI circular dated March 18, 2003 and based on recommendations made at
the General Insurance Council meeting held on February 4, 2005 and as per letter no. HO/MTD/Solatium Fund/2010/482
dated July 26, 2010 from the New India Assurance Co. Ltd (Scheme administrator),the Company has provided 0.1% of
gross written premium on all motor third party policies (excluding reinsurance premium accepted on motor third party for
commercial vehicles) towards contribution to the solatium fund.
52 In case of Reliance Nippon Life Insurance Company Limited (RNLIC)
Change in liability measurement for investment contracts without discretionary participation features (DPF)
For contracts which are classified as Investment contracts without DPF the liability is measured as per Ind AS 109 since
investment contracts without DPF does not fall under the scope of Ind AS 104. The Company contracts classified as investment
contracts without DPF are unit-linked contracts and liabilities are measured at fair value. For unit-linked contracts classified as
investments contracts without DPF, the fair value liability is equal to the current unit fund value. The fair value of liability as per
Ind AS 109 and Ind AS 113 is the amount for which the liability could be transferred in an orderly transaction between market
participants at the measurement date.
53 In case of Reliance Securities Limited (RSL)
Reliance Securities Limited (RSL) has been unable to obtain Bank Confirmation for the year ended March 31, 2020 for certain
Fixed Deposit Receipts (FDRs) aggregating to ` 8 crore from a Scheduled Commercial Bank (Yes Bank Limited), which includes
“Client Margin” FDRs amounting to ` 6 crore. The Bank has adjusted said FDRs against amounts due and payable by the Parent
company to the Bank. RSL has obtained legal advice / opinion from a reputed law firm confirming that the action of the Bank
to adjust “Client Margin” FDRs can be challenged as being illegal and untenable in law. The regulatory provisions from SEBI also
support this position. RSL has initiated necessary actions against the Bank for said adjustments for Client Margin FDR RSL is
confident that the said Client Margin FDRs of ` 6 crore will be recovered from the Bank over a period of time and no adjustments
are required to be made in the carrying value of the FDRs. RSL has provided for the balance amount of FDRs of ` 2 crore.
54 In case of Reliance Commodities Limited (RCommodities)
Reliance Commodities Limited (RCommodities) has been unable to obtain Bank Confirmation for the year ended March 31, 2020
for certain Fixed Deposit Receipts (FDRs) amounting to ` 4 crore from a Scheduled Commercial Bank (Yes Bank), which includes
“Client Margin” FDRs amounting to ` 4 crore. The Bank has adjusted said FDRs against amounts due and payable by the Parent
company to the Bank. RCommodities has obtained legal advice / opinion from a reputed law firm confirming that the action of
the Bank to adjust “Client Margin” FDRs can be challenged as being illegal and untenable in law. The regulatory provisions from
SEBI also support this position. RCommodities has initiated necessary actions against the Bank for said adjustments for Client
Margin FDR RCommodities is confident that the said Client Margin FDRs of ` 4 crore will be recovered from the Bank over a
period of time and no adjustments are required to be made in the carrying value of the FDR.
55 In case of Quant Capital Private Limited (QCPL) and its subsidiaries
a) Quant Securities Private Limited (QSPL) has applied for surrender of its Broking license with Bombay Stock Exchange (BSE)
as well as National Stock Exchange (NSE), however approval from BSE & NSE is still awaited.
b) The two subsidiaries of QCPL i.e. Quant Broking Private Limited (QBPL) and Quant Securities Private Limited (QSPL) has
collected stamp duty on account of its statutory obligation towards transactions entered on various segments in the state
of Tamilnadu. The subsidiaries has not deposited the same since in its opinion the same is not payable which is disputed
by the State. The matter is pending with The Honourable High Court, Tamilnadu. In the interim the amount so collected is
reflected under Statutory Liability. The aggregate amount outstanding is ` 12 crore (previous year: ` 12 crore).
c) Quant Transactional Services Private Limited (Plaintiffs) has filed a Suit in Honourable High Court against the QCPL subsidiary
Quant Broking Private Limited (QBPL) U/s 6 of Specific Relief Act, 1963 and has claimed that the QCPL and its subsidiaries
has forcefully dispossessed the Plaintiffs from the Goregaon Premises and taken over the possession of the property, plant
and equipment. The interim relief claimed in Notice of Motion was repossession of the premises and inventory of the
property, plant and equipment. However, the Honourable High Court of Bombay has not granted any Interim Relief and
Suit and Notice of Motion is pending hearing and for final disposal.
d) Mr. Adil Patrawala has filed a Petition u/s 397 and 398 of Companies Act, 1956 against the Quant Capital Private Limited
(QCPL) claiming mismanagement in the affairs of the Company and oppression on the Minority Shareholder. The said
Petition is pending hearing for the final disposal. There were certain Ad Interim reliefs claimed which were not granted by
Hon’ble Company Law Board except one relief i.e. Mr. Adil Patrawala’s holding in Quant Capital Private Limited cannot be
diluted. The matter is now pending with National Company Law Tribunal.
159
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
e) Quant Capital Private Limited (QCPL) has filed Summary Suit against Quant Transactional Services Private Limited (QTSPL)
for recovery of outstanding dues amounting to ` 9 crore. The Notice of Motion was filed in the said Suit claiming Ad interim
relief praying lien over the Assets of QTSPL which High Court has denied. Both notice of motion and Suit are pending
hearing and final disposal.
f) The management of Quant Securities Private Limited (QSPL) has taken the conscious call of surrendering the broking
licenses with BSE and NSE. however, acceptance of the request is still pending. Further, the company vide its board meeting
dated March 17, 2018 has decided to discontinue its present business operations and would endeavour to explore other
business opportunities. The intention of the management is not to wind up the Company and hence, the accounts are
prepared on going concern basis.
g) The balances appearing in certain accounts of Quant Capital Private Limited (QCPL) under the heads, Trade Receivables,
Other Current Liabilities and Trade Payables are subject to confirmation and reconciliation. Consequential adjustment thereof,
arising if any, will be made in the year, the confirmations and reconciliation are received.
h) Quant Capital Private Limited (QCPL) income from Interest is more than 50% of gross total income therefore as per Sec
45IA of Reserve bank of India Act 1934, company is required to register as NBFC but the company has temporarily fallen
into this criteria due to unable to complete some trading activities in March 2020 because of lockdown due to COVID
19. Management is confident that in future it will not fall in the NBFC criteria considering the nature of activities in which
company operates and is not required to register as NBFC.
56 In case of Reliance Exchangenext Limited (RNext)
As per share sale & purchase agreement dated October 13, 2010 between India Bulls Financial Services Limited (“IBFSL”) and
Reliance Exchangenext Limited (‘the Company’), the Company had acquired 5 20 00 000 equity shares of Indian Commodity
Exchange Limited (‘ICEX’) from the IBFSL, at a purchase price of ` 47 crore which represents 26% stake in the of ICEX on
December 13, 2010.
Pursuant to the ICEX application, Government of India and Forward Markets Commission granted their approval vide their letters
dated September 23, 2010 & October 4, 2010, respectively, for the said transfer by IBFSL to the Company. The aforesaid
approval from Government of India and Forward Markets Commission are subject to the following conditions: -
(a) that three years lock-in period condition shall apply to the Company, anchor investor, the Company afresh with effect from
the date of Government approval, i.e., September 23, 2010;
(b) that in case MMTC Ltd., which now becomes co-anchor investor, exercises its right to stake a claim to 14% in the
Exchange from IBFSL in pursuance to its right to first refusal, IBFSL will be bound to transfer its remaining 14% to MMTC
Ltd. at the same price at which it has been offered to the Company.
On October 21, 2011, MMTC Ltd. submitted a petition before the Company Law Board (CLB), New Delhi, in terms of Sections
397, 398, 402 and 403 of the Companies Act, 1956, seeking declaration of the aforesaid transfer of shares as void, injunction
and investigation into the affairs of the ICEX and appointment of Administrative Special Officer, Auditor, etc.
Subsequently, the ICEX has submitted its response to the aforesaid petition before the Honourable Company Law Board on
February 10, 2012 refuting and denying the purported allegations against it. Subsequently, on February 11, 2014, MMTC has
provided an affidavit to CLB stating that they are contemplating withdrawal of the Petition and taking required steps in that
directions. The matter is under consideration by the Company Law Board. Any future financial impact on the financial statements
is contingent upon the final order by the appropriate authority.
The Company responded to the petition, challenging the maintainability of the petition filed by MMTC Limited before the
Hon’ble Company Law Board. Subsequently the Company has submitted its response to the aforesaid petition before the Hon’ble
Company Law Board on February 10, 2012 refuting and denying the purported allegations against the exchange. MMTC on
January 19, 2016 sold 10% of its stake in Exchange to outside investors at ` 10 per share (including premium of ` 5 per share).
The matter is listed for hearing before National Company Law Tribunal (NCLT).
57 In case of associate Reliance Home Finance Limited (RHFL)
a) Reliance Home Finance Limited (RHFL) had advanced loans under the ‘General Purpose Corporate Loan’ product to certain
bodies corporate including some of the group companies. All the lending transactions undertaken by RHFL are in the
ordinary course of business, the terms of which are at arms’ length basis and the same do not constitute transactions with
related parties. However, RHFL’s borrowers in some cases have undertaken onward lending transactions and it is noticed
that the end use of the borrowings from the Company included borrowings by or repayment of financial obligations to some
of the group companies.
b) Reliance Home Finance Limited (RHFL) is mainly engaged in the housing finance business and all other activities revolve
around the main business of RHFL. Further, all activities are conducted within India and as such there is no separate
reportable segment, as per the Ind AS 108 - “Operating Segments” specified under Section 133 of the Act. The proportion
of non-housing loan is more than the proportion of housing loan. RHFL is in the process of increasing the housing loan
portfolio and is confident of the achieving the same in due course.
160
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
58 Segment Reporting
The Group is organised into following reportable segments referred to in Ind AS 108 ‘Operating Segment’
(` in crore)
Particular Year Finance & General Life Commercial Home Others Elimination Total
Investments Insurance Insurance Finance Finance
Revenue
External 2019-20 1 244 9 035 5 749 828 1 322 181 - 18 359
2018-19 3 019 7 292 6 095 1 810 2 003 306 - 20 525
Internal 2019-20 238 22 6 - - 28 294 -
2018-19 33 41 1 - - 50 125 -
Total Revenue 2019-20 1 482 9 057 5 755 828 1 322 209 - 18 359
2018-19 3 052 7 333 6 096 1 810 2 003 356 - 20 525
Results
Segment Results - 2019-20 553 47 ( 104) ( 1 441) ( 206) ( 72) - ( 1 223)
Profit / (Loss) before 2018-19 348 39 36 ( 1 854) 102 ( 3) - ( 1 332)
tax
Unallocated Expenses 2019-20 - - - - - - - -
2018-19 - - - - - - - -
Profit / (Loss) before 2019-20 553 47 ( 104) ( 1 441) ( 206) ( 72) - ( 1 223)
tax
2018-19 348 39 36 ( 1 854) 102 ( 3) - ( 1 332)
Other Information
Segment Assets 2019-20 16 963 17 484 21 371 10 989 - 756 2 778 64 785
2018-19 31 285 14 072 21 600 13 504 18 125 947 15 561 83 973
Unallocated Assets 2019-20 - - - - - - - -
2018-19 - - - - - - - -
Total Assets 2019-20 16 963 17 484 21 371 10 989 - 756 2 778 64 785
2018-19 31 285 14 072 21 600 13 504 18 125 947 15 561 83 973
Segment Liabilities 2019-20 21 085 15 520 20 200 12 024 - 581 2 955 66 455
2018-19 21 346 12 312 20 246 12 698 16 283 720 381 83 225
Unallocated Liabilities 2019-20 - - - - - - - -
2018-19 - - - - - - - -
Total Liabilities 2019-20 21 085 15 520 20 200 12 024 - 581 2 955 66 455
2018-19 21 346 12 312 20 246 12 698 16 283 720 381 83 225
Capital Expenditure 2019-20 - 44 36 - - 1 - 81
2018-19 1 11 14 - 2 7 - 34
Depreciation 2019-20 35 35 25 17 3 8 - 123
2018-19 53 21 17 20 3 9 - 123
Noncash Expenses 2019-20 3 741 229 1 510 845 377 13 - 6 715
other than 2018-19 700 237 54 2 134 349 2 - 3 476
Depreciation
Note:-
(i) As per Ind AS 108 ‘Operating Segment’, notified by the Companies (Accounting Standards) Rules 2014, the Group has
reported segment information on the consolidated basis including business conducted through its subsidiaries.
(ii) The reportable segments of the Reliance Capital Group are further described below
a) Finance & Investments - This includes the corporate lending and investment activities.
b) General Insurance - This includes the general and health insurance business.
c) Life Insurance - This includes the life insurance business.
d) Commercial Finance - This includes the commercial finance business.
e) Home Finance - This includes the home finance business, ceased to be subsidiary w.e.f. March 5, 2020
f) Others - This includes other financial and allied services.
(iii) Since all the operations of the Group are largely conducted within India, as such there is no separate reportable geographical
segment.
161
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
162
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Particulars 2019-20 2018-19
Associates Others Total Associates Others Total
(B above) (B above)
Investments
a) Subscribed / Purchased during the - 26 26 - - -
year
b) Closing Balances 737 0.41 737 1 226 3 1 229
Loans given
a) Given during the year - 469 469 38 6 44
b) Returned /Adjusted during the year 10 10 20 23 1 046 1 069
c) Assignment of loan - - - - 877 877
d) Closing Balances 65 776 841 30 - 30
e) ECL provision on loan outstanding 1 35 36 1 - 1
f) Interest accrued on Loans - 57 57 3 - 3
g) ECL provision on interest - 3 3 - - -
outstanding
Loans taken
a) Taken during the year - 174 174 - - -
b) Closing Balances - 174 174 - - -
c) Interest accrued - 14 14 - - -
Trade Receivables - 1 1 - - -
Advances Receivables 8 - 8 1 - 1
Trade Payables 1 9 10 - - -
Income
a) Interest & Finance Income 7 57 63 1 15 16
b) Rent Income - - - - 0.09 0.09
c) Dividend Income 80 - 80 106 - 106
d) Premium Received 6 57 64 5 - 5
e) Management Fees 3 - 3 6 - 6
f) Other operating income - 0.22 0.22 0.03 - 0.03
g) Reimbursement of Expenditure 1 1 2 4 0.01 4
Expenses
a) Finance cost - 24 24 - - -
b) Rent Expense - 22 22 1 1 2
c) Brokerage paid during the year 0.02 - 0.02 - - -
d) Reimbursement of Expenditure - 5 5 - - -
e) Fair value change on Investments 134 7 141 - 62 62
f) ECL provision on loan and interest 0.36 32 32 1 ( 1 308) ( 1 307)
(net)
g) ECL on Guarantee issued 61 21 82 - - -
h) Bad debts written off - - - - 1 313 1 313
Contingent liability
Guarantees to banks and financial 411 658 1 069 - 50 50
institutions on behalf of third parties
Guarantees from third parties - 1 673 1 673 - 1 388 1 388
163
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
D. The nature and volume of material transactions for the year with above related parties are as follows:
i) Investments
2019-20
Investments Subscribed / Purchased during the year include ` 26 crore NLIAML. Investment closing balance includes
` 647 crore in RHFL and ` 41 lakh in RPOWER .
2018-19
Investment closing balance includes ` 3 crore in RCL and ` 1,116 crore in NLIAML.
ii) Loans given
2019-20
Loans given during the year includes ` 447 crore to RBEPL. Loan Returned/Adjusted during the year include ` 10
crore from RARC, ` 5 crore from RINFRA and ` 5 crore from RCLEANGEN. Loan given closing balance include ` 447
crore to RBEPL, ` 150 crore for RPOWER and ` 162 crore for RINFRA. ECL provision on loan outstanding includes `
35 crore for RBEPL. Accrued Interest on loans closing balance includes ` 35 crore of RBEPL. ECL provision on interest
outstanding includes ` 3 crore of RBEPL.
2018-19
Loans given during the year includes ` 38 crore to RARCL, ` 6 crore RBEPL. Loan Returned/Adjusted during
the year include ` 8 crore to RARC, ` 15 crore to NLIAML, ` 177 crore from RBEPL, ` 450 crore RCIL and
` 420 crore RIL. Assignment of loan ` 877 crore. Loan given closing balance includes ` 30 crore to RARCL.
ECL provision on loan outstanding includes ` 1 crore to RARC. Accrued Interest on loans closing balance
includes ` 1 crore to RARCL and ` 2 crore to NLIAML. ECL provision on interest outstanding includes
` 1 81 009 to RARCL
iii) Loans taken
2019-20
Loans taken during the year includes ` 174 crore from GCLLP. Loan outstanding closing balance include ` 174 crore
to GCLLP. Accrued Interest on loans closing balance includes ` 14 crore to GCLLP.
2018-19
Loans taken during the year includes ` Nil . Loan outstanding closing balance include ` Nil .
iv) Trade Receivables
2019-20
Trade receivables includes ` 1 crore from UNLIMIT IOT and ` 32 lakhs from RAIFMCL.
2018-19
Trade receivables includes ` 1 lakh from UNLIMIT IOT
v) Advances Receivables
2019-20
Advances receivables includes ` 8 crore from RHFL.
2018-19
Nil
vi) Trade Payables
2019-20
Trade payables includes ` 4 crore from RCOM and ` 4 crore from BSES Rajdhani.
2018-19
Trade payables includes ` 3 crore from BSES Rajdhani.
vii) Deposits received
2019-20
Deposit received includes ` 30 lakhs from NLIAML.
2018-19
Nil
viii) Income
2019-20
Interest & Finance Income includes ` 35 crore from RBEPL,` 9 crore from RPOWER ,` 11 crore from RINFRA and `
7 crore from RARCL. Rent income include ` 9 lakhs from RCIL. Dividend income includes ` 79 crore from NLIAML.
Reimbursement of expenditure includes ` 1 crore from NLIAML and ` 1 crore from RHFL. Management fee includes
` 3 crore from NLIAML. Premium received includes ` 38 crore from SASANPOWER and ` 7 crore from ROSAPOWER.
Other operating incomes includes ` 19 lakhs from NLIAML and ` 3.5 lakhs from RAIFMCL.
164
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
2018-19
Interest & Finance Income includes ` 15 crore from RBEPL. Rent income include ` 9 lakhs from RCIL. Dividend
income includes ` 105 crore from NLIAML and ` 1 crore from RARCL. Reimbursement of Expenditure includes
` 4 crore from NLIAML. Management fee includes ` 6 crore from NLIAML Premium received includes ` 37 crore from
SASANPOWER, ` 4 crore from RPOWER, ` 3 crore from ROSAPOWER, ` 2 crore from VIDHARBAIND and ` 1.3 crore
from RCIL. Other operating incomes includes ` 3 crore from NLIAML and ` 3.4 lakhs from RARCL
ix) Expenses
2019-20
Rent paid includes ` 11 crore to RIMPL and ` 11 crore to RINFRA. Claims paid includes ` 17 crore for SASANPOWER
and ` 3 crore for RGCL. Brokerage paid includes ` 2 28 814 crore to RARCL. Provision reversal for diminution in
value includes ` 134 crore of RHFL. ECL provision on loan and interest (net) includes ` 37 crore of RBEPL. ECL on
guarantees issued includes ` 61 crore for RHFL , ` 13 crore for RBEPL and ` 9 crore for RPOWER. ECL provision on
corporate guarantees given includes ` 64 crore from RHFL, ` 14 crore from RBEPL and ` 9 crore from RPOWER
Employee benefit expenses include ` 50 lakhs to Shri Vaibhav Kabra, ` 1 crore to Shri Atul Tandon, ` 4 crore to Shri
Amit Bapna and ` 1 crore to Shri Jai Anmol Ambani.
2018-19
Rent paid includes `1 crore to NLIAML and ` 1 crore to RCL, ` 18.4 crore for SASANPOWER, Claims paid includes `
3.4 crore to RCOM. Brokerage paid includes ` 1lakh to NLIAML. Provision reversal for diminution in value includes `
62 crore of RCL, ECL provision on loan and interest (net) to RIL and ` 1 crore to RARC, ` (450) crore to RCIL, ` (427)
crore to RIL and ` (275) crore to RCL. Bad debts written off include ` 275 crore to RCL. Employee benefit expenses
include ` 4 crore to Mr. Amit Bapna, ` 1 crore to Mr. Atul Tandon and ` 1 crore to Mr. Anmol Ambani.
x) Contingent Liability
2019-20
Guarantees to Banks and Financial Institutions on behalf of third parties includes ` 400 crore for RHFL, ` 408 crore
for RBEPL and ` 250 crore for RPOWER.
Guarantees from third parties include ` 1673 crore from RInfra.
2018-19
Guarantees to Banks and Financial Institutions on behalf of third parties includes ` 50 crore for RBEPL and ` 433 crore
for RIL.
Guarantees from third parties include ` 1 388 crore from RInfra.
Notes:
i) Expenses incurred towards public utilities services such as communication and electricity charges have not been
considered for related party transaction.
ii) The above discloses transactions entered during the period of existence of related party relationship. The balances
and transactions are not disclosed before existence of related party relationship and after cessation of related
party relationship
iii) In addition to the above Director Sitting Fees of ` 2 lakh (FY 2018-19 ` 2.4 lakhs) has been paid to Shri Anil D.
Ambani, the person having significant influence during the year.
iv) The Parent Company has provided security amounting to ` 707 crore for the Listed Secured Non-Convertible
Debentures of its associate viz. Reliance Home Finance Limited by way of first pari passu hypothecation charge
on all present and future book debts and business receivables of the Parent Company (except security created
/ to be created towards securing term loans and cash credit limits). Business receivables includes current assets
and investments. During the year the security has been terminated.
60 A The Parent Company has defaulted on principal and interest to certain lenders including debenture holders who have
issued recall notices the details of which are as under:
Due as of March 31, 2020
Particulars Amount of Default Maximum days of Default
(` in crore)
Name of the lenders / ISIN Principal Interest Principal Interest
1. Loans from Bank and financial institutions
Housing Development Finance Corporation Limited 24 23 91 122
Axis Bank Limited 10 4 128 152
165
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
166
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Period of Term Loans Cash Credit NCDs/MLDs Commercial Papers ICDs
default Principal Interest Principal Interest Principal Interest Principal Interest Principal Interest
Apr-19 30 - - - - - - - - -
May-19 33 - - - - - - - - -
Jun-19 201 - - - - - - - - -
Jul-19 405 44 - 4 - - - - - -
Aug-19 18 38 - 12 - - - - - -
Sep-19 119 37 270 12 200 13 630 - -
Oct-19 316 38 90 12 - 98 - - - -
Nov-19 118 37 - 12 - 3 - - - -
Dec-19 605 38 - 12 27 - - - - -
Jan-20 310 89 610 12 - 3 - - - -
Feb-20 348 36 100 12 - 2 - - - -
Mar-20 255 39 135 12 - 6 - - 347 102
2 757 398 1 205 99 227 126 630 - 347 102
61 Interests in other entities
a. Subsidiaries
The Group’s subsidiaries at March 31, 2020 are set out below. Unless otherwise stated, they have share capital consisting
solely of equity shares that are held directly either by Parent Company or its subsidiaries and the proportion of ownership
interests held equals the voting rights held by the Group either through equity shares, management agreement or structure
of the entity. The country of incorporation or registration is also their principal place of business.
167
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
Name of the entity Principal Activities Place of Controlling interest held Non-controlling
business / by the group interest
Country of March 31, March 31, March March 31,
incorporation 2020 2019 31, 2020 2019
% % % %
Reliance General Insurance Company Limited General Insurance India 100.00 100.00 - -
Reliance Nippon Life Insurance Company Limited Life Insurance India 51.00 51.00 49.00 49.00
Reliance Health Insurance Limited* Health Insurance India 100.00 100.00 - -
Reliance Commercial Finance Limited NBFC India 100.00 100.00 - -
Reliance Financial Limited NBFC India 100.00 100.00 - -
Reliance Capital Pension Fund Limited Pension Fund India 51.00 51.00 49.00 49.00
Reliance Money Precious Metals Private Limited Others India 100.00 100.00 - -
Reliance Securities Limited Others India 100.00 100.00 - -
Reliance Commodities Limited Others India 100.00 100.00 - -
Reliance Wealth Management Limited Others India 100.00 100.00 - -
Reliance Money Solutions Private Limited Others India 100.00 100.00 - -
Reliance Exchangenext Limited Others India 100.00 100.00 - -
Reliance Corporate Advisory Services Limited Others India 100.00 100.00 - -
Reliance Capital Trustee Company Limited Others India - 100.00 - -
Reliance Capital AIF Trustee Company Limited Others India - 100.00 - -
Reliance Home Finance Limited Home Finance India - ** 48.24 - 51.76
Quant Capital Private Limited Others India 74.00 74.00 26.00 26.00
Quant Broking Private Limited Others India 74.00 74.00 26.00 26.00
Quant Securities Private Limited Others India 74.00 74.00 26.00 26.00
Quant Investment Services Private Limited Others India 74.00 74.00 26.00 26.00
Reliance ARC - SBI Maan Sarovar Trust Trust India 90.00 90.00 10.00 10.00
Gullfoss Enterprises Private Limited* Others India 100.00 100.00 - -
Reliance Underwater Systems Private Limited Others India **49.00 - - -
* The unaudited financial statement for March 31, 2020, have been certified by the management
** Subsidiary in terms of Section 2(87) of the Companies Act, 2013
b Non-controlling interest (NCI)
Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material
to the Group. The amounts disclosed for each subsidiary are before inter-company eliminations and after policy difference
adjustments
i) Summarised balance sheet
(` in crore)
Entities Financial Non- Financial Non- Net Accumulated
Assets financial Liabilities financial Assets NCI (after
Assets Liabilities elimination)
Reliance Nippon Life Insurance
Company Limited
March 31, 2020 21 283 87 20 086 113 1 171 574
March 31, 2019 21 544 81 20 113 158 1 354 664
Reliance Home Finance
Limited
(ceased w.e.f March 5, 2020)
March 31, 2020 - - - - - -
March 31, 2019 17 524 601 16,185 98 1 842 953
Reliance Capital Pension Fund
Limited
March 31, 2020 27 0.01 0.00 1 27 13
March 31, 2019 29 0.05 - 2 28 14
Quant Capital Private Limited
March 31, 2020 131 - 0.20 - 131 34
March 31, 2019 144 1 3 - 143 37
168
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Entities Financial Non- Financial Non- Net Accumulated
Assets financial Liabilities financial Assets NCI (after
Assets Liabilities elimination)
Quant Broking Private Limited
March 31, 2020 72 8 9 6 65 17
March 31, 2019 66 8 1 6 67 17
Quant Securities Private
Limited
March 31, 2020 4 2 0.05 7 (1) (0.30)
March 31, 2019 4 2 0.05 7 (1) (0.29)
Quant Investment Services
Private Limited
March 31, 2020 0.20 1 (1) (0.33)
March 31, 2019 0.24 1 - (1) (0.28)
Reliance ARC - SBI Maan
Sarovar Trust
March 31, 2020 9 - 0.23 - 8 1
March 31, 2019 9 - 0.21 - 8 1
ii) Summarised statement of profit and loss
(` in crore)
Entities Revenue Profit / Other Total Profit / Dividends
(Loss) Comprehensive Comprehensive (Loss) paid to
for the Income / Income / allocated NCI
year (loss) (loss) to NCI
Reliance Nippon Life
Insurance Company Limited
March 31, 2020 4 463 (104) (80) (184) (90) -
March 31, 2019 6 074 36 (16) 20 10 -
Reliance Home Finance
Limited
(ceased w.e.f March 5,
2020)
March 31, 2020 1 322 (136) - (136) (66) -
March 31, 2019 2 003 67 (1) 67 33 -
Reliance Capital Pension
Fund Limited
March 31, 2020 0.10 (1) 0.02 (1) (1) -
March 31, 2019 3 - (0.01) 0.07 0.03 -
Quant Capital Private
Limited
March 31, 2020 1 (12) - (12) (3) -
March 31, 2019 35 (66) - (66) (17) -
Quant Broking Private
Limited
March 31, 2020 5 (2) - (2) (1) -
March 31, 2019 3 (4) 0.08 (4) (1) -
Quant Securities Private
Limited
March 31, 2020 0.12 (0.04) - (0.04) (0.01) -
March 31, 2019 3 (0.22) - (0.22) (0.06) -
Quant Investment Services
Private Limited
March 31, 2020 - (0.20) - (0.20) (0.05) -
March 31, 2019 0.47 (0.47) - (0.47) (0.12) -
Reliance ARC - SBI Maan
Sarovar Trust
March 31, 2020 - (0.02) - (0.02) - -
March 31, 2019 - (0.02) - (0.02) - -
169
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Entities Cash flow Cash flow Cash flow Net Increase/
from / from / from / (Used (decrease) in
(Used in) (Used in) in) financing cash and cash
Operating Investing activities equivalents
activities activities
Reliance Nippon Life Insurance Company Limited
March 31, 2020 20 (70) - (51)
March 31, 2019 (539) 556 - 16
Reliance Home Finance Limited
(ceased w.e.f March 5, 2020)
March 31, 2020 - - - -
March 31, 2019 (1 189) (55) 1 291 47
Reliance Capital Pension Fund Limited
March 31, 2020 (1) 1 - -
March 31, 2019 (3) 3 - -
Quant Capital Private Limited
March 31, 2020 (4) 4 - -
March 31, 2019 (3) 3 - -
Quant Broking Private Limited
March 31, 2020 (2) (7) 8 -
March 31, 2019 28 (4) (25) (2)
Quant Securities Private Limited
March 31, 2020 (0.21) 0.13 - (0.08)
March 31, 2019 (0.61) 0.64 - 0.02
Quant Investment Services Private Limited
March 31, 2020 (0.08) - 0.05 (0.04)
March 31, 2019 2.29 - (2.68) (0.39)
Reliance ARC - SBI Maan Sarovar Trust
March 31, 2020 - - - -
March 31, 2019 - - - -
C Associates
i) Details of carrying value of Associates (` in crore)
170
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
171
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Entities Current Non- Current Non-current Net
Assets current Liabilities Liabilities Assets
Assets
Ammolite Holdings Limited
March 31, 2020 145 140 10 226 49
March 31, 2019 133 128 9 20 45
Global Wind Power Limited
March 31, 2020 151 108 253 563 (557)
March 31, 2019 - - - - -
d. Summarised statement of profit and loss (Immaterial Associates)
(` in crore)
Entities Revenue Profit / Other Total Dividends
(Loss) for Comprehensive Comprehensive received
the year Income / (loss) Income /
(loss)
Ammolite Holdings Limited
March 31, 2020 - (0.13) - (0.13) -
March 31, 2019 - (0.30) - (0.30) -
Global Wind Power Limited
March 31, 2020 72 (135) - (135) -
March 31, 2019 - - - - -
62 Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as
subsidiaries and associates.
A For the year ended March 31, 2020
(` in crore)
Sr. Entities As % of Net As % of Profit / (loss)
No. consolidated Amount consolidated after tax
net assets profit /
(loss)
A Parent
1 Reliance Capital Limited 278.18 (4,655) (67.19) 806
B Subsidiaries
(i) Indian
1 Reliance Capital Pension Fund Limited (1.60) 27 0.09 (1)
2 Reliance General Insurance Company Limited (115.16) 1,927 (5.51) 66
3 Reliance Commercial Finance Limited 61.86 (1,035) 120.18 (1,441)
4 Reliance Money Precious Metals Private Limited 1.07 (18) (0.11) 1
5 Reliance Home Finance Limited - - 11.31 (136)
(ceased w.e.f. March 5, 2020)
6 Reliance Securities Limited (5.54) 93 3.23 (39)
7 Reliance Commodities Limited (0.63) 10 (0.03) 0.35
8 Reliance Financial Limited (6.25) 105 (0.54) 6
9 Reliance Wealth Management Limited 0.72 (12) 2.69 (32)
10 Reliance Money Solutions Private Limited 3.68 (62) 0.04 (0)
11 Reliance Exchangenext Limited (4.60) 77 1.85 (22)
12 Reliance Corporate Advisory Services Limited (27.51) 460 19.52 (234)
13 Reliance Nippon Life Insurance Company Limited (69.97) 1,171 8.64 (104)
172
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Sr. Entities As % of Net As % of Profit / (loss)
No. consolidated Amount consolidated after tax
net assets profit /
(loss)
14 Reliance Health Insurance Limited (2.21) 37 4.68 (56)
15 Quant Capital Private Limited (7.83) 131 0.97 (12)
16 Quant Broking Private Limited (3.86) 65 0.18 (2)
17 Quant Securities Private Limited 0.07 (1) - (0.04)
18 Quant Investment Services Private Limited 0.08 (1) 0.02 (0.20)
19 Reliance ARC - SBI Maan Sarovar Trust (0.50) 8 - (0.02)
20 Gullfoss Enterprises Private Limited - (0.03) - (0.04)
21 Reliance Underwater Systems Private Limited - 0.05 - (0.01)
(w.e.f. August 16, 2019)
22 Reliance Capital Trustee Co. Limited - - (0.02) 0.2
(ceased w.e.f. September 27, 2019)
23 Reliance Capital AIF Trustee Company Private Limited - - - -
(ceased w.e.f. September 27, 2019)
Total 100 (1 673 ) 100 (1 199)
D Associates (` in crore)
173
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
Sr. Entities As % of Net Amount As % of Profit / (loss)
No. consolidated consolidated after tax
net assets profit /
(loss)
Parent
A
1
Reliance Capital Limited (821.92)% (6 150) (23.23)% 338
Subsidiaries
B
Indian
(i)
1
Reliance Capital Pension Fund Limited 3.71% 28 0.01% 0.08
2
Reliance Capital Trustee Co. Limited 0.23% 2 (0.01)% 0.15
3
Reliance General Insurance Company Limited 223.62% 1 673 (4.75)% 69
4
Reliance Commercial Finance Limited 107.69% 806 130.13% (1 892)
5
Reliance Money Precious Metals Private Limited (2.55)% (19) 0.05% (1)
6
Reliance Home Finance Limited 246.16% 1 842 (4.64)% 67
7
Reliance Securities Limited 17.65% 132 (1.57)% 23
8
Reliance Commodities Limited 1.35% 10 0.06% (1)
9
Reliance Financial Limited 14.49% 108 (0.57)% 8
10
Reliance Wealth Management Limited 1.34% 10 1.13% (16)
11
Reliance Money Solutions Private Limited (10.33)% (77) 0.02% (0.28)
12
Reliance Exchangenext Limited 13.24% 99 0.07% (1)
13
Reliance Corporate Advisory Services Limited 92.79% 694 (0.45)% 7
Reliance Capital AIF Trustee Company Private Limited
14 0.02% 0.13 - 0.05
15
Reliance Nippon Life Insurance Company Limited 180.97% 1 354 (2.46)% 36
16
Reliance Health Insurance Limited 11.63% 87 5.78% (84)
17
Quant Capital Private Limited 10.13% 76 0.14% (2)
18
Quant Broking Private Limited 8.93% 67 0.26% (4)
19
Quant Securities Private Limited (0.15)% (1) 0.02% (0.22)
20
Quant Investment Services Private Limited (0.15)% (1) 0.03% (0.47)
21
Reliance ARC - SBI Maan Sarovar Trust 1.12% 8 - (0.02)
22
Gullfoss Enterprises Private Limited - - - -
Total 100% 748 100% (1 454)
C Minority interest
Indian
Reliance Nippon Life Asset Management Limited 1 102 165
Reliance Asset Reconstruction Company Limited 88 8
Indian Commodity Exchange Limited - (4)
(ceased w.e.f September 25, 2018)
Foreign
Ammolite Holdings Limited 22 (0.15)
Total 1 213 168
174
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
63 The Group has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material
foreseeable losses. At the year end, respective companies in the Group have reviewed and ensured that adequate provision as
required under any law / accounting standards there are no foreseeable losses on such long term contracts (including derivative
contracts) has been made in the books of accounts.
64 Fair value measurement
a) Fair value hierarchy
Fair value hierarchy
The Group determines fair value of its financial instruments according to following hierarchy:
Level 1: Category includes financials assets and liabilities that are measured in whole or significant part by reference
to published quotes in an active market
Level 2: Category includes financials assets and liabilities that are measured using a valuation technique based on
assumptions that are supported by prices from observable current market transactions. Groups investment
in units of AIF funds fall under this category.
Level 3: Category includes financials assets and liabilities that are measured using valuation techniques based on
non- market observable inputs. This means that fair value are determined in whole or in part using a
valuation model based on assumptions that are neither supported by prices from observable current market
transactions in the same instrument nor are they based on available market data. The main asset classes in
this category are unlisted equity investments as well as unlisted funds. Group has used discounted cash flow,
comparable Group analysis and net asset value method where ever possible.
An explanation of each level follows underneath the table
(` in crore)
As at March 31, 2020 Level 1 Level 2 Level 3 Amortised cost Total
Financial assets
At FVTPL/DC
Investment 9 028 - 1 224 - 10 252
At FVOCI
Investment 10 354 - 183 - 10 537
At Amortised cost
Investment 13 190 - 374 242 13 806
Cash and cash equivalents - - - 479 479
Bank balance other than cash and cash - - - 459 459
equivalents above
Receivables - - - 1 123 1 123
Loans - - - 14 774 14 774
Other financial assets & derivative instruments - - - 6 614 6 614
Total financial assets 32 571 - 1 826 23 646 58 043
Financial liabilities
At FVTPL
Derivative financial instruments - - 36 - 36
Debt Securities - - 719 - 719
At Amortised cost
Debt Securities - - - 17 363 17 363
Borrowings - - - 8 666 8 666
Subordinated liabilities - - - 158 158
Trade and other payables - - - 2 405 2 405
Other financial liabilities - - - 35 295 35 295
Total financial liabilities - - 755 63 887 64 642
(` in crore)
As at March 31, 2019 Level 1 Level 2 Level 3 Amortised cost Total
Financial assets
At FVTPL/DC
Investment 8 736 - 3 264 - 12 000
At FVOCI
Investment 8 997 - 35 - 9 032
175
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
(` in crore)
As at March 31, 2019 Level 1 Level 2 Level 3 Amortised cost Total
At Amortised cost
Investment - - - 11 641 11 641
Cash and cash equivalents - - - 688 688
Bank balance other than cash and cash equivalents - - - 1 308 1 308
above
Receivables - - - 817 817
Loans - - - 35 448 35 448
Other financial assets & derivative instruments - - - 6 106 6 106
Total financial assets 17 733 - 3 299 56 008 77 040
Financial liabilities
At FVTPL
Derivative financial instruments - - 63 - 63
Debt Securities - - 986 - 986
At Amortised cost
Debt Securities - - - 25 654 25 654
Borrowings - - - 18 547 18 547
Subordinated liabilities - - - 969 969
Trade and other payables - - - 2 796 2 796
other financial liabilities - - - 31 982 31 982
Total financial liabilities - - 1 049 79 948 80 997
65 Financial risk management
The Parent Company had transformed itself into a Core Investment Company (CIC) and obtained the Certificate of Registration
as a CIC under Core Investment Companies (Reserve Bank) Directions, 2016. In compliance with the same directions, the Parent
Company holds not less than 90% of its net assets in the form of investments in equity shares, preference shares, debentures,
debt or loans to group companies.
The group is exposed to market risk, credit risk, liquidity & interest rate risk and capital management risk. The group’s risk
management function is carried out by the Risk Management department that is guided and supported by Risk Management
Committee that advises on financial risks and the appropriate governance framework for the group. The Risk Management
Committee provides assurance to the Board that the group’s financial risk activities are governed by appropriate policies and
procedures and that financial risks are identified, measured and managed in accordance with the group’s policies and risk
objectives. The major risks are summarised below:
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. The group has quoted investments which are exposed to fluctuations in stock prices. Similarly, the group has also
raised funds through issue of Market Linked Debentures, whose returns are linked to relevant underlying market instruments or
indices. The group continuously monitors market exposure for both equity and debt and, in appropriate cases, also uses various
derivative instruments as a hedging mechanism to limit volatility. The unquoted Compulsorily Convertible Preference Shares and
Compulsory Convertible debentures of group companies are measured at fair value through profit or loss. The fair values of these
investments are regularly monitored.
Credit risk management
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge
an obligation. Credit risk arises mainly from loans and advances, and loan commitments arising from such lending activities, but
can also arise from credit enhancement provided, such as financial guarantees, letters of credit, endorsements and acceptances.
The Parent Company is a Core Investment Company (CIC) with its lending restricted to and within the Group companies
Credit risk is one of the major risk for the company’s business, management therefore carefully manages its exposure to credit
risk. This risk is comprehensively addressed both at the strategic level and at the client level. There is a framework with risk
oversight being provided by the Risk Management. The group identifies and provides for the Expected Credit Losses (ECL).
Regular portfolio risk analysis is done various financial and policy parameters for making required changes in the credit policy as
a proactive approach to risk management. The assessment of credit risk of a portfolio of assets entails further estimations as to
the likelihood of defaults occurring, of the associated loss ratios and of default correlations. The group measures credit risk using
Probability of Default (PD), Exposure at Default (EAD) and Loss Given Default (LGD). This is similar to the approach used for the
purposes of measuring Expected Credit Loss (ECL) under Ind AS 109.
Liquidity and Interest Rate Risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are
settled by delivering cash or another financial asset. While interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market interest rates.
176
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
The group is exposed to liquidity risk principally, as a result of lending and investment for periods which may differ from those of
its funding sources. Treasury teams actively manage asset liability positions in compliance with the ALM policy of the company
laid down in accordance overall guidelines issued by RBI in the Asset Liability Management (ALM) framework.
The group may be impacted by volatility in interest rates in India which could cause its margins to decline and profitability to
shrink. It is exposed to interest rate risk, both as a result of lending at fixed interest rates and for reset periods which may differ
from those of its funding sources. The group seeks to match its interest rate positions of assets and liabilities to minimize interest
rate risk. Further, an interest rate sensitivity gap report is prepared by classifying all rate sensitive assets and rate sensitive liabilities
into various time period categories The difference in the amount of rate sensitive assets and rate sensitive liabilities maturing or
being re-priced in any time period category, gives an indication of the extent of exposure to the risk of potential changes in the
margins on new or re-priced assets and liabilities Interest rate risk is measured on a bi –annual basis and filed with regulator.
As at March 31, 2020 (` in crore)
Particulars Less than 12 More than 12 Total
months months
ASSETS
Financial assets
Cash and cash equivalents 479 - 479
Bank balance other than cash and cash equivalents above 337 122 459
Derivative financial instruments - 9 9
Receivables - -
(I) Trade receivables 1 095 2 1 097
(II) Other receivables 17 9 26
Loans 8 724 6,050 14 774
Investments 15 721 18,874 34 595
Other financial assets 6 424 180 6 604
Total assets 32 797 25 246 58 043
LIABILITIES
Financial liabilities
Derivative financial instruments 36 - 36
Payables - -
(I) Trade payables - - -
(i) total outstanding dues of micro enterprises and small 1 - 1
enterprises
(ii) total outstanding dues of creditors other than micro 1 645 - 1 645
enterprises and small enterprises
(II) Other payables - -
(i) total outstanding dues of micro enterprises and small - - -
enterprises
(ii) total outstanding dues of creditors other than micro 280 479 759
enterprises and small enterprises
Debt securities 3 579 14,503 18 082
Borrowings (Other than debt securities) 7 022 1,644 8 666
Deposits - 4 4
Subordinated liabilities - 158 158
Other financial liabilities 17 223 18,068 35 291
Total Financial Liabilities 29 786 34 856 64 642
Note: Eliminations have been adjusted as per the estimate of management.
Capital Management Risk
The Reserve Bank of India (RBI) sets and monitors capital adequacy requirements for the Parent Company from time to time.
The Core Investment Companies (Reserve Bank) Directions, 2016, stipulate that the Adjusted Net Worth of a CIC-ND-SI shall
at no point in time be less than 30% its risk weighted assets on balance sheet and risk adjusted value of off-balance sheet
items as on date of the last audited balance as at the end of the financial year. The Core Investment Companies (Reserve Bank)
Directions, 2016, further stipulate that the outside liabilities of a CIC-ND-SI shall at no point of time exceed 2.5 times its
Adjusted Net Worth as on date of the last audited balance as at the end of the financial year. Although maximisation of the
return on risk-adjusted capital is the principal basis used in determining how capital is allocated within the Group to particular
operations or activities, it is not the sole basis used for decision making. Account is also taken of synergies with other operations
and activities, the availability of management and other resources, and the fit of the activity with the group’s longer-term
strategic objectives. The Group policies in respect of capital management and allocation are reviewed regularly by the Board
of Directors. The Group has put in place systems for quarterly monitoring of capital adequacy and necessary mitigation plan to
address deviation on a priority basis.
177
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
178
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
66 The Coronavirus (COVID-19) outbreak is an unprecedented global situation that has severely impacted many local economies
around the globe. Due to lockdown, there has been significant disruptions to businesses, resulting in an economic slowdown,
which will have impact on the business of the Group. The duration and impact of the COVID-19 pandemic remains unclear as
at May 8, 2020. It is not possible to reliably estimate the duration and severity of these consequences, as well as their impact
on the financial position and results of the Group. However, the Group will continue to closely monitor any material changes to
future economic conditions.
The Group has made additional life policy liabilities of ` 33 crore as at the March 31, 2020, this provision is
over and above the policy level liabilities calculated based on the prescribed IRDAI regulations for life Insurance.
General Insurance companies have been directed by IRDAI via order no. IRDAI/NL/CIR/MOT/079/04/2020 and IRDAI/
HLT/CIR/MISC/078/04/2020 dated April 2, 2020 based on notification from Central Government that policyholders whose
motor vehicle third party and health insurance policies due for renewal during the lockdown period and who are unable to make
payment of their renewal premium on time in view of the prevailing situation in the country as a result of COVID 19 are allowed
to make premium payment for renewal of policies on or before May 15, 2020
The Group has complied with above direction and has allowed to make premium payment for renewal of policies on or before
May 15, 2020 with date of commencement of renewal from actual due date.
For General Insurance the Group has accounted in March 2020, all the renewal of motor vehicle third party and health insurance
due for renewal from March 25, 2020 to March 31, 2020, where premium are received on or before March 31, 2020 and
cases, where premium has not received till March 31, 2020 will be accounted in next financial year.
67 Events after the reporting period
There were no events that occurred after the reporting period i.e. March 31, 2020 up to the date of approval of financial
statements that require any adjustment to the carrying value of assets and Liabilities.
68 Previous year figures have been regrouped and rearranged wherever necessary.
69 Approval of financial statements
The audited consolidated financial statements were subject to review and recommendation of Audit Committee and approval
of Board of Directors. On May 8, 2020, the Board of Directors approved and recommended the audited consolidated financial
statements for consideration and adoption by the shareholders in its annual general meeting.
As per our report of even date attached For and on behalf of the Board
For Pathak H.D. & Associates LLP Chairman Anil D. Ambani
{
Chartered Accountants Chhaya Virani
Firm Registration No.: 107783W/W100593 Directors Rahul Sarin
Dr. Thomas Mathew
Vishal D. Shah A N Sethuraman
Partner Director & Chief Executive Officer Dhananjay Tiwari
Membership No.: 119303 Chief Financial Officer Vaibhav Kabra
Company Secretary & Compliance Officer Atul Tandon
Mumbai Mumbai
Dated: May 8, 2020 Dated: May 8, 2020
179
Reliance Capital Limited
Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Annual Consolidated
Audited Financial Results
Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2020
[See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]
i Sl. Audited Figures Adjusted Figures
No. Particulars (` in crore) (` in crore)
(as reported before (audited figures
adjusting for after adjusting for
qualifications) qualifications)
1. Turnover / Total income 18 359 18 359
2. Total Expenditure 24 489 24 489
3. Net Profit/(Loss) after tax (1 199) (1199)
4. Earnings Per Share (47.79) (47.79)
5. Total Assets 64 782 64 782
6. Total Liabilities 66 455 66 455
7. Net Worth (1 673) (1 673)
8. Any other financial item(s) (as felt appropriate by the Nil Nil
management)
ii Audit Qualification (each audit qualification separately):
a) Details of Audit Qualifications of Parent Company’s subsidiary viz. Reliance Commercial Finance Limited (RCFL):
With regards to the Corporate Loan book of RCFL for the loans advanced with significant deviations to certain bodies
corporates including group companies, and outstanding as at March 31, 2020 aggregating to ` 5 172 crore and
secured by charge on current assets of borrowers. RCFL has state that, in certain cases the corporate borrowers of
the Company, have undertaken onward lending transactions and the end-use of the borrowings from the Company
included borrowings by or for repayment of financial obligation to some of the group companies. These exposures
to borrowers are secured against charge on current assets including in certain cases it’s further guaranteed by the
Group Companies. The recovery against those loan is dependent on the recovery of onward lending of the borrowers
which further depends on external factors not wholly within control of the RCFL/borrower. We were unable to obtain
sufficient audit evidence about the recoverability of the aforesaid loans. Accordingly, we were unable to determine the
consequential implications arising therefrom and it may have implications of adjustments, disclosures or compliances
on certain elements in the accompanying standalone financial results of the Company.
b) Type of Audit Qualification Qualified Opinion
c) Frequency of qualification: Whether appeared first time / First time
repetitive / since how long continuing
d) Audit Qualification(s) where the impact is quantified by the Not quantified hence not applicable
auditor, Management’s Views
e) For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management’s estimation on the impact of audit Not Estimated
qualification:
(ii) If management is unable to estimate the impact, reasons for the same
RCFL’s exposure to the borrowers are secured against charge on current assets and is dependent on the recovery
of onward lending of the borrowers which further depends on external factors not wholly within control of RCFL/
borrower.
(iii) Auditors comments on (i) or (ii) above
RCFL’s exposure to the borrowers are secured against charge on current assets and is dependent on the recovery
of onward lending of the borrowers which further depends on external factors not wholly within control of the
RCFL / borrower. Hence, we agree with the Management’s estimation in (i) above that the impact of our audit
qualification is not quantifiable for the reasons stated in (ii) above.
180
Reliance Capital Limited
Notes to the consolidated financial statements for the year ended March 31, 2020
Signatories:
Statutory Auditor
For Pathak H.D. & Associates LLP
Chartered Accountants
Firm Registration No.: 107783W/W100593
Vishal D Shah
Partner
Membership No: 119303
UDIN:20119303AAAABJ3538
Place: Mumbai
Date: May 8, 2020
181
Statement containing salient features of the financial statement of subsidiaries / associate companies
182
(Pursuant to first proviso to sub section (3) of Section 129 of the Act read with rule 5 of the Companies (Accounts) Rules, 2014)
Part “A”: Subsidiaries
(` in crore)
Sl. Name The date Share Reserves Total Assets Total Investments Turnover Profit before Provision Profit after Proposed Extent of
No. since when Capital and Liabilities taxation for taxation taxation Dividend shareholding
subsidiary was Surplus (Excluding (in %)
acquired Dividend
Tax)
Reliance Capital Limited
1 Reliance General Insurance Company Ltd. 15-Jan-02 256.86 1,670.29 17,424.43 15,497.29 11,043.16 9,049.97 103.38 37.28 66.10 - 100.00
2 Reliance Commercial Finance Ltd. 15-Jan-02 535.33 (1,170.59) 10,988.94 11,624.20 989.32 864.63 (1,440.80) - (1,440.80) - 100.00
3 Reliance Money Precious Metals Pvt. Ltd. 20-Feb-07 8.00 (25.83) 1.01 18.84 - 0.00 1.43 0.17 1.26 - 100.00
4 Reliance Health Insurance Limited 04-May-17 193.90 (156.85) 59.47 22.42 - 9.64 (56.08) (0.00) (56.08) - 100.00
5 Reliance Money Solutions Private Limited 02-Dec-13 0.01 (61.57) 0.76 62.31 - 0.26 (0.45) 0.02 (0.47) - 100.00
6 Reliance Capital Pension Fund Limited 31-Mar-09 25.00 1.76 27.39 0.63 27.17 0.01 (1.32) (0.26) (1.06) - 51.00
7 Reliance Securities Limited 28-Aug-08 210.00 (117.30) 531.00 438.30 0.31 208.33 (38.89) (0.12) (38.77) - 100.00
8 Reliance Commodities Limited 28-Aug-08 3.00 7.57 42.93 32.36 0.00 1.88 0.50 0.15 0.35 - 100.00
9 Reliance Financial Limited 28-Aug-08 24.16 80.45 265.95 161.33 73.49 29.81 3.88 (2.62) 6.50 - 100.00
10 Reliance Wealth Management Limited 15-Dec-10 42.75 (54.83) 3.31 15.39 - 9.79 (22.24) 10.14 (32.23) - 100.00
11 Reliance Exchangenext Limited 31-May-10 42.26 34.66 101.81 24.89 101.60 - (22.15) - (22.15) - 100.00
12 Reliance Corporate Advisory Services Limited 31-May-10 1,235.65 (775.34) 2,005.73 1,545.42 994.31 66.43 (234.03) - (234.03) - 100.00
13 Reliance Nippon Life Insurance Company 30-Mar-16 1,196.32 (25.42) 21,370.51 20,199.61 19,875.57 4,463.28 (103.63) - (103.63) - 51.00
Limited
14 Quant Capital Private Limited 01-Jul-10 10.00 121.10 131.30 0.20 117.61 1.23 (11.02) 0.59 (11.61) - 74.00
15 Quant Broking Private Limited 01-Jul-10 18.00 46.64 79.71 15.08 9.00 4.74 (1.53) 0.68 (2.22) - 74.00
16 Quant Securities Private Limited 01-Jul-10 1.54 (2.68) 5.45 6.60 - 0.12 (0.04) - (0.04) - 74.00
17 Quant Investment Services Private Limited 18-Mar-11 0.74 (2.03) 0.20 1.49 - - (0.20) - (0.20) - 74.00
18 Gullfoss Enterprises Private Limited 20-Feb-19 0.01 (0.04) 0.34 0.37 - - (0.04) - (0.04) - 100.00
19 Reliance Underwater Systems Private Limited 16-Aug-19 0.28 (0.23) 0.16 (0.10) - 0.00 (0.01) - (0.01) 100.00
Notes:
1. The Financial Year of the Subsidiaries is for 12 months i.e. from April 1, 2019 to March 31, 2020.
2. Investment exclude investment in Subsidiaries.
3. Name of Subsidiaries which are yet to commence operations - Nil.
Statement containing salient features of the financial statement of subsidiaries / associate companies
(` in crore)
Sr. Name of Associates Latest audited Shares of Associate held by the Company on Description Reason why Networth Profit / (loss) for the year
No. Balance Sheet the year end of how there the associate attributable to
Date is significant / joint shareholding
influence venture is not as per latest
No. Amount of Extend of Refer Note 1 consolidated audited i. Considered i. Not
Investment Holding below Balance Sheet in Considered in
in Associate / % Consolidation Consolidation
Joint Venture
1 Reliance Home Finance Limited 31.03.2020 23 39 69 188 896.00 48.24 - - 1,466.75 (115.67) -
183
Reliance Capital Limited
Reliance Capital Limited
NOTES
184
Reliance Capital Limited
NOTES
185
Reliance Capital Limited
NOTES
186